Affecto Oyj - Notice to general meeting

Invitation to the Annual General Meeting of the shareholders of Affecto Plc

Helsinki, Finland, 2012-02-16 11:31 CET (GLOBE NEWSWIRE) -- AFFECTO PLC  -- 
STOCK EXCHANGE RELEASE  --  16 February 2012 at 12.30 

Invitation to the Annual General Meeting of the shareholders of Affecto Plc

The shareholders of Affecto Plc are hereby summoned to the Annual General
Meeting ("Meeting") to be held on Thursday 19 April 2012 at 9.00 a.m. at Crowne
Plaza Helsinki, Royal-conference room, Mannerheimintie 50, 00100 Helsinki,
Finland (entrance from Kivelänkatu). 

The following matters will be on the agenda of the Meeting:

1. Procedural matters of the Meeting

- Opening of the Meeting
- Calling the Meeting to order
- Election of persons to scrutinize the minutes and to supervise the counting
of votes 
- Recording the legality of the Meeting
- Recording the attendance at the Meeting and adoption of the list of votes

2. Presentation of the financial statement, consolidated financial statements,
annual report and auditor's report for the year 2011 

- Review by the CEO

3. Adoption of the financial statement

4. Resolution on the use of the profit shown on the balance sheet and the
dividend distribution 

The Board of Directors proposes to the Meeting that a dividend of EUR 0.11 per
share is distributed from the year 2011. The Board of Directors proposes that
the dividend is paid on 3 May 2012. The dividend is payable to shareholders
entered into the Shareholder Register maintained by Euroclear Finland Ltd on
the record date 24 April 2012 set by the Board of Directors. 

5. Resolution on the discharge from liability in respect of the members of the
Board of Directors and the CEO 

6. Resolution on the fees of the Board of Directors, the number of members of
the Board of Directors and the election of members of the Board of Directors 

The Nomination Committee proposes to the Meeting that the number of members of
the Board of Directors is six and that the current members of the Board of
Directors are re-elected for the next term, which extends until the closing of
the following Annual General Meeting. The current members of the Board of
Directors are Mr. Aaro Cantell, Mr. Heikki Lehmusto, Mr. Jukka Ruuska, Mr.
Haakon Skaarer, Mrs. Tuija Soanjärvi and Mr. Lars Wahlström. 

Shareholders representing 29 % of the voting rights have announced their
support for the proposition of the Nomination Committee. All candidates have
given their consent to the election. 

The Nomination Committee proposes that the monthly remuneration of the members
of the Board of Directors to be elected shall be as follows: EUR 1,800 for the
members of the Board of Directors, EUR 3,200 for the Chairman of the Board of
Directors and EUR 2,500 for the Vice Chairman of the Board of Directors. In
addition, the Nomination Committee proposes that a fee of EUR 250 shall be paid
for participation in Committee meetings, save for meetings of the Nomination
Committee. 

At the Nomination Committee's request, the Board of Directors proposes that the
monthly remunerations for the entire term will be paid in December 2012 so that
60 % of the remuneration will be paid in cash and 40 % will be paid in the
company's shares. The share component of the remuneration can be paid by
issuing new shares, conveying own shares held by the company or acquiring
shares based on the authorisations given to the Board of Directors by the
Annual General Meeting. The share component of the remuneration will be paid
primarily by acquiring shares through public trading. If the term of a member
of the Board of Directors expires prior to payment of the monthly
remunerations, the accumulated remuneration will be paid in cash during the
month following the expiry of the term. 

7. Resolution on the election of the auditor and the remuneration of the auditor

The Audit Committee of the Board of Directors proposes to the Meeting that the
Authorised Public Accountants KPMG Oy Ab is elected as the auditor of the
company, Mr. Reino Tikkanen, APA, as the auditor in charge. Based on the
recommendation of the Audit Committee of the Board of Directors, the Board of
Directors proposes that the Meeting will decide to pay the auditor's
remuneration on the basis of a reasonable invoice. 

8. Proposal by the Board of Directors to authorise the Board of Directors to
decide upon the issuing of shares 

The Board of Directors proposes that the Meeting authorise the Board of
Directors to decide upon the issuing of new shares and upon the conveying of
the company's own shares held by the company in one or more tranches. The share
issue may be carried out as a share issue against payment or without
consideration on terms to be determined by the Board of Directors and in
relation to a share issue against payment at a price to be determined by the
Board of Directors. 

The authorisation includes also the right to issue option rights and special
rights, in the meaning of Chapter 10 Section 1 of the Companies Act, which
entitle to the company's new shares or the company's own shares held by the
company against consideration. 

A maximum of 4,200,000 shares may be issued, of which a maximum of 2,100,000
can be own shares held by the company. 

The Board of Directors proposes that the authorisation comprises the right to
deviate from the shareholders' pre-emptive subscription right provided that the
company has a weighty financial reason for the deviation in a share issue
against payment and provided that the company, taking into account the interest
of all its shareholders, has a particularly weighty financial reason for the
deviation in a share issue without consideration. Within the above mentioned
limits the authorisation may be used e.g. in order to strengthen the company's
capital structure, to broaden the company's ownership, to be used in corporate
acquisitions or when the company acquires assets relating to its business, for
payment of the Board of Directors' remuneration and as part of the company's
incentive programmes. It is proposed that shares may also be subscribed for or
own shares may be conveyed against contribution in kind or by means of set-off. 

In addition, The Board of Directors proposes that the authorisation includes
the right to decide upon a share issue without consideration to the company
itself so that the amount of own shares held by the company after the share
issue is at most one-tenth (1/10) of all shares in the company. Pursuant to
chapter 15 section 11 subsection 1 of the Companies Act all own shares held by
the company or its subsidiaries are included in this amount. The authorisation
replaces the authorisation resolved on by the Annual General Meeting on 31
March 2011 registered on 14 April 2011. The authorisation shall be in force
until the next Annual General Meeting. 

9. Proposal by the Board of Directors to authorise the Board of Directors to
decide upon the acquiring of the company's own shares 

The Board of Directors proposes that the Meeting authorise the Board of
Directors to decide upon the acquiring of the company's own shares with
distributable funds in one or more tranches on the terms set forth below. The
acquisition of shares reduces the company's distributable non-restricted
shareholders' equity. 

The company's own shares may be acquired in order to strengthen the company's
capital structure, to be used as payment in corporate acquisitions or when the
company acquires assets related to its business, for payment of the Board of
Directors' remuneration and as part of the company's incentive programmes in a
manner and to the extent decided by the Board of Directors and to be
transferred for other purposes or to be cancelled. A maximum of 2,100,000
shares may be acquired. The company's own shares may be acquired in accordance
with the decision of the Board of Directors either through a public trading or
by a public offer at their market price at the time of purchase. The Board of
Directors shall decide upon all other matters regarding the acquisition of own
shares. The authorisation replaces the authorisation resolved on by the Annual
General Meeting on 31 March 2011. The autorisation shall be in force until the
next Annual General Meeting. 

10. Appointment of a Nomination Committee

The Board of Directors proposes that the Meeting shall resolve to appoint a
Nomination Committee to prepare proposals concerning members of the Board of
Directors and their remunerations for the following Annual General Meeting. 

The Nomination Committee would consist of the representatives of the three
largest shareholders and the Chairman of the Board of Directors, acting as an
expert member, if he/she is not appointed representative of a shareholder. The
members representing the shareholders would be appointed by the three
shareholders whose share of ownership of the shares of the company is largest
on 31 October preceding the Annual General Meeting. Should a shareholder not
wish to use its right to nominate, this right would be passed on to the next
largest shareholder who does not already have a right to nominate a
representative. The largest shareholders would be determined on the basis of
the ownership information registered in the book-entry system. However,
holdings by a shareholder, who under the Finnish Securities Markets Act has the
obligation to disclose changes in shareholdings (flagging obligation), may be
combined provided that the owner presents a written request to that effect to
the Board of Directors of the company no later than three business days prior
to 31 October preceding the Annual General Meeting. 

The Nomination Committee would be convened by the Chairman of the Board of
Directors, and the Committee would appoint a chairman among its members. 

The Nomination Committee should give its proposal to the Board of Directors of
the company by 20 January preceding the Annual General Meeting. 



Annual accounts and proposals by the Board of Directors

The notice concerning the company's annual accounts 2011 and copies of the
proposals of the Board of Directors concerning items 8-10 above including
appendices and other documents to be dealt with at the Meeting will be
available on the company website www.affecto.com on 1 April 2012 at the latest.
The proposals of the Board of Directors and the annual accounts are also
available at the Meeting. Copies of these documents and of this notice will be
sent to shareholders upon request. 

Right to attend and vote at the Meeting

In order to attend and have the right to vote at the Meeting, a shareholder

(a) shall be entered in the Shareholder Register of the company maintained by
Euroclear Finland Ltd by Thursday 5 April 2012, and 

(b) shall give notice to attend the Meeting by Monday 16 April 2012 at 10.00
a.m. Finnish time. 

Pursuant to chapter 5 section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with
respect to the matters to be considered at the meeting. 

Registration in the Shareholder Register

The shareholder in whose name the shares are registered is automatically
registered in the Shareholder Register of the company. 

Holder of nominee registered shares

A shareholder of nominee registered shares has the right to participate in the
Meeting by virtue of such shares, based on which he/she, on Thursday 5 April
2012, would be entitled to be registered in the shareholders' register of the
company held by Euroclear Finland Ltd. Shareholders holding nominee-registered
shares who wish to attend the Meeting may temporarily be registered in the
shareholders' register. A shareholder of nominee registered shares is advised
to request without delay necessary instructions regarding the registration in
the shareholders' register of the company, the issuing of proxy documents and
registration for the Meeting from his/her custodian bank. The account
management organization of the custodian bank will register a holder of nominee
registered shares, who wants to participate in the Meeting, to be temporarily
entered into the shareholders' register of the company on Monday 16 April 2012
at 10.00 a.m. Finnish time at the latest. As regards nominee registered shares
this constitutes due registration for the Meeting. 

Proxy representative and powers of attorney

A shareholder may participate in the Meeting and exercise his/her rights at the
Meeting by way of proxy representation. A proxy representative shall produce a
dated proxy document or otherwise in a reliable manner demonstrate his/her
right to represent the shareholder at the Meeting. When a shareholder
participates in the Meeting by means of several proxy representatives
representing the shareholder with shares at different securities accounts, the
shares by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the Meeting. 

Notice to attend

A shareholder wishing to attend the Meeting shall give notice to attend the
Meeting to the company either 

(a) by e-mail: arja.hyrske@affecto.com,
(b) by telephone +358 205 777 757 (Ms. Arja Hyrske) Monday through Friday
between 9.00 a.m. and 4.00 p.m. Finnish time, 
(c) by mail to Affecto Plc, Ms. Arja Hyrske, Atomitie 2, 00370 Helsinki,
Finland. 

The notice shall be at the company's disposal no later than on Monday 16 April
2012 at 10.00 a.m. Finnish time. 

The personal data given to Affecto Plc is used only in connection with the
Meeting and processing of related registrations. 

Delivery of proxies

Possible proxy documents should be delivered in originals to Affecto Plc, Ms.
Arja Hyrske, Atomitie 2, 00370 Helsinki, no later than on Monday 16 April 2012
at 10.00 a.m. Finnish time. 

Other instructions/information

On the date of this notice to the Meeting, the total number of shares in
Affecto Plc is 21,516,468 shares and 21,516,468 votes. 

We wish our shareholders welcome to the Meeting.

Helsinki, 16 February 2012



Affecto Plc
The Board of Directors



Additional information provided by:
CEO Pekka Eloholma, tel. +358 205 777 737
CFO Satu Kankare, tel. +358 205 777 202
SVP of M&A and IR Hannu Nyman, tel. +358 205 777 761

www.affecto.com



APPENDICES:
Appendix 1:  Proposal by the Board of Directors to authorise the Board of
Directors to decide upon the issuing of shares 
Appendix 2:  Proposal by the Board of Directors to authorise the Board of
Directors to decide upon the acquiring of the company's own shares 
Appendix 3:  Proposal by the Board of Directors to appoint a Nomination
Committee 

-----------




Appendix 1:

PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO
DECIDE UPON THE ISSUING OF SHARES 



The Board of Directors proposes that the Meeting authorise the Board of
Directors to decide upon the issuing of new shares and upon the conveying of
the company's own shares held by the company in one or more tranches. The share
issue can be carried out as a share issue against payment or without
consideration on terms to be determined by the Board of Directors and in
relation to a share issue against payment at a price to be determined by the
Board of Directors. 

The Board of Directors proposes that the authorisation includes also the right
to issue option rights and special rights, in the meaning of chapter 10 section
1 of the Companies Act, which entitle to the company's new shares or the
company's own shares held by the company against consideration. 

A maximum of 4,200,000 shares can be issued, of which a maximum of 2,100,000
can be own shares held by the company. 

The Board of Directors proposes that the authorisation comprises a right to
deviate from the shareholders' pre-emptive subscription right provided that in
a share issue against payment the company has an important financial reason for
the deviation and provided that in a share issue without consideration the
company, taking into account the interest of all its shareholders, has a
particularly important financial reason for the deviation. The authorisation
can within the above mentioned limits be used e.g. in order to strengthen the
company's capital structure, to broaden the company's ownership, to be used as
payment in corporate acquisitions or when the company acquires assets relating
to its business, for payment of the Board of Directors' remuneration and as
part of the company's incentive programmes. The shares may also be conveyed in
a public trading. Shares may also be subscribed for or own shares may be
conveyed against contribution in kind or by means of set-off. 

In addition, the Board of Directors proposes that the authorisation includes
the right to decide upon a share issue without consideration to the company
itself so that the amount of own shares held by the company after the share
issue is at most one-tenth (1/10) of all shares in the company. Pursuant to
chapter 15 section 11 subsection 1 of the Companies Act all own shares held by
the company and its subsidiaries are included in this amount. 

The authorisation replaces the authorisation resolved on by the Annual General
Meeting on 31 March 2011 registered on 14 April 2011. The authorisation shall
be in force until the next Annual General Meeting. 

The decision by the Meeting shall be supported by shareholders with at least
two-thirds of the votes cast and the shares represented at the Meeting. 



Affecto Plc

The Board of Directors






Appendix 2:

PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO
DECIDE UPON THE ACQUIRING OF THE COMPANY'S OWN SHARES 



The Board of Directors proposes that the Meeting authorise the Board of
Directors to decide upon the acquiring of the company's own shares with
distributable funds on the terms given below. The share acquisition reduces the
company's non-restricted distributable shareholders' equity. 

The company's own shares can be acquired in order to strengthen the company's
capital structure, to be used as payment in corporate acquisitions or when the
company acquires assets related to its business, for payment of the Board of
Directors' remuneration and as part of the company's incentive programmes in a
manner and to the extent decided by the Board of Directors and to be
transferred for other purposes or to be cancelled. 

An aggregate of 2,100,000 shares may be acquired.

Shares will be acquired in accordance with the decision of the Board of
Directors either through a public trading or by a public offer at their market
price at the time of purchase. As the acquisition takes place in public,
neither the order of acquisition nor the effect of the acquisition on the
distribution of ownership and voting rights in the company nor the distribution
of ownership and votes among persons belonging to the inner circle of the
company is known in advance. The Board of Directors shall decide upon all other
matters regarding the acquisition of own shares. 

The authorisation replaces the authorisation resolved on by the Annual General
Meeting on 31 March 2011. The authorisation shall be in force until the next
Annual General Meeting. 

The decision by the Meeting shall be supported by shareholders with at least
two-thirds of the votes cast and the shares represented at the Meeting. 



Affecto Plc

The Board of Directors






Appendix 3:            Proposal by the Board of Directors to appoint a
Nomination Committee 

PROPOSAL BY THE BOARD OF DIRECTORS TO APPOINT A NOMINATION COMMITTEE



The Board of Directors proposes that the Meeting shall resolve to appoint a
Nomination Committee to prepare proposals concerning members of the Board of
Directors and their remuneration for the following Annual General Meeting. The
Board of Directors proposes the appointment of a shareholders' Nomination
Committee as it increases transparency of the process concerning the election
and remuneration of the members of the Board of Directors. 

The Nomination Committee would consist of the representatives of the three
largest shareholders and the Chairman of the Board of Directors, acting as an
expert member, if he/she is not appointed representative of a shareholder. The
members representing the shareholders would be appointed by the three
shareholders whose share of ownership of the shares of the company is largest
on 31 October preceding the Annual General Meeting. Should a shareholder not
wish to use its right to nominate, this right would be passed on to the next
largest shareholder who does not already have a right to nominate a
representative. The largest shareholders would be determined on the basis of
the ownership information registered in the book-entry system. However,
holdings by a shareholder, who under the Finnish Securities Markets Act has the
obligation to disclose changes in shareholdings (flagging obligation), may be
combined provided that the owner presents a written request to that effect to
the Board of Directors of the company no later than three business days prior
to 31 October preceding the Annual General Meeting. 

The Nomination Committee would be convened by the Chairman of the Board of
Directors, and the Committee would appoint a chairman among its members. 

The Nomination Committee should give its proposal to the Board of Directors of
the company by 20 January preceding the Annual General Meeting. 



Affecto Plc

The Board of Directors




         Additional information provided by:
         CEO Pekka Eloholma, tel. +358 205 777 737
         CFO Satu Kankare, tel. +358 205 777 202
         SVP of M&A and IR Hannu Nyman, tel. +358 205 777 761

Attachments:

Affecto_AGM_2012_Invitation.pdf