|
|||
2010-04-14 12:14:25 CEST 2010-04-14 12:15:23 CEST REGULATED INFORMATION Amanda Capital - Company AnnouncementDECISIONS OF THE ANNUAL GENERAL MEETING OF AMANDA CAPITAL PLCAMANDA CAPITAL PLC STOCK EXCHANGE RELEASE 14 March, 2010 DECISIONS OF THE ANNUAL GENERAL MEETING OF AMANDA CAPITAL PLC The Annual General Meeting of Amanda Capital Plc, held today in Helsinki, handled the following matters: The Financial Statement of Amanda Capital Group for year 2009 was approved and the Board of Directors and the CEO were discharged from the liability for the financial period. Resolution on the use of the profit shown on the balance sheet and the payment of dividends According to the proposal of the Board of Directors it was decided that the loss of EUR -4.417.616,72 for the financial period will be entered in the profit and loss account and that no dividend will be paid out. Composition of the Board of Directors and remuneration The following persons were re-elected to the Board of Directors for the next term of office: Peter Fagernäs, Esa Karppinen, Pertti Laine, Petri Niemisvirta and Topi Piela. In its organising meeting immediately following the Annual General Meeting, the Board of Directors elected Topi Piela as the Chairman of the Board. The Annual General Meeting decided that a remuneration of EUR 2 000 per month will be paid to the Chairman of the Board and EUR 1 000 per month will be paid to the members of the Board of Directors. Auditor The Authorised Public Accounting Firm Ernst & Young Oy, with Kunto Pekkala, APA, as the auditor in charge was appointed as auditor of the company. It was also decided that the auditors are paid remuneration according to invoices sent by the auditors. Proposal by the Board on an amendment to the Articles of Association Annual General Meeting decided to change section 9 of the Articles of Association to be amended as follows 9 § Notice of a General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the meeting, but always at least nine (9) days prior to the general meeting record date, by publishing the notice on the company website and as a stock exchange release. In order to attend a General Meeting, a shareholder shall inform the company of attendance no later than on the date mentioned in the notice of the meeting, which is determined by the Board of Directors. This date may not be earlier than ten (10) days prior to the meeting. The authorisation of the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares The Annual General Meeting authorised the Board of Directors to decide on the issuance of a maximum of 11,000,000 shares through the issuance of shares and/or special rights entitling to shares, referred to in chapter 10 section 1 of the Limited Liability Companies Act, in one or several instalments. The Board may decide to issue either new shares or own shares already held by the company. The maximum amount of the proposed authorisation corresponds to approximately 48.3% of all the company shares at the date of the notice of the AGM. It is proposed that the authorisation be used for financing and carrying out possible business acquisitions or other arrangements, for consolidating the company's balance sheet and financing position, for carrying out commitment and incentives schemes for the personnel or for other purposes decided by the Board of Directors. It is further proposed that the authorisation comprise the right of the Board of Directors to decide on all the terms of the share issue and the issuance of special rights according to chapter 10 section 1 of the Limited Liability Companies Act, including the persons who will receive the shares or special rights entitling to shares and the amount of the consideration to be paid. Therefore, the authorisation comprises the right to issue shares or special rights in deviation from the shareholders' pre-emptive rights (directed issue), as set out by law. It was decided that this authorisation cancels previous corresponding authorisations and be in force until 31 December 2011. The authorisation of the Board of Directors to acquire and transfer the company's own shares The Annual General Meeting authorised the Board to acquire and transfer the company's own shares subject to the following provisions: The Board of Directors can repurchase a maximum of 2,200,000 company shares with means included in the company's unrestricted equity so that the company together with its subsidiaries at no time holds or holds as pledge more than 10 per cent of all the company shares. Shares may be acquired for developing the company's capital structure, for nullification or for use in accordance with possible personnel incentive and compensation schemes or as consideration in business acquisitions and other arrangements. The shares shall be repurchased at a market price formed in public trading at Nasdaq OMX Helsinki Oy. The repurchase may be made otherwise than in proportion to the shareholdings of the shareholders (directed repurchase), provided that the company has a weighing financial reason for doing so. It was decided that this authorisation cancels previous corresponding authorisations and be in force 18 months from the date of the decision. Authorising the Board of Directors to decide on possible distribution of assets from the reserve for invested unrestricted equity The Annual General Meeting authorised the Board of Directors to, at its discretion, decide on the distribution of assets from the reserve for invested unrestricted equity on the following terms: - The assets to be repaid based on the authorisation may amount to a maximum of EUR 0.05 per share. - The repayment of capital may be distributed in one or several instalments. - Based on the authorisation, the Board shall have the right to decide on all other terms of the repayment of capital. - The authorisation shall be in force to the following AGM. Amanda Capital Plc Board of Directors Additional Information: CEO, Martin Paasi 09 6829 6011 DISTRIBUTION OMX Nordic Exchange in Helsinki www.amandacapital.fi The Amanda Group is a private equity management company. Its parent company is the first publicly listed private equity fund of funds in Scandinavia. Amanda has investments in 24 private equity funds and in four funds of funds under Amanda's own management. Amanda Group offers asset management, investment advice, administrative and reporting services to private equity investors. Investments has been made to over 190 private equity funds in Europe, the USA, Asia and Russia totalling original commitments of EUR 2.6 billion. |
|||
|