Affecto Oyj - Decisions of general meeting

DECISIONS BY THE ANNUAL GENERAL MEETING OF AFFECTO PLC

Helsinki, Finland, 2012-04-19 09:10 CEST (GLOBE NEWSWIRE) -- AFFECTO PLC  -- 
STOCK EXCHANGE RELEASE  --  19 APRIL 2012 at 10:10 

DECISIONS BY THE ANNUAL GENERAL MEETING OF AFFECTO PLC

The Annual General Meeting of Affecto Plc, which was held on 19 April 2012,
adopted the financial statements for 1.1.-31.12.2011 and discharged the members
of the Board of Directors and the CEO from liability. 

Approximately 36 percent of Affecto's shares and votes were represented at the
Meeting. 

DIVIDEND

The Meeting decided that a dividend of EUR 0.11 per share be distributed for
the financial year 2011. The record date of the dividend payment is 24 April
2012 and the dividend will be paid on 3 May 2012. 

BOARD OF DIRECTORS AND AUDITOR

The Meeting decided that the number of members of the Board of Directors is
six. Aaro Cantell, Heikki Lehmusto, Jukka Ruuska, Haakon Skaarer, Tuija
Soanjärvi and Lars Wahlström were re-elected as members of the Board of
Directors. The organization meeting of the Board of Directors was held
immediately after the Annual General Meeting and Aaro Cantell was elected
Chairman of the Board and Jukka Ruuska as Vice-Chairman. 

The Meeting decided that the monthly fees of the members of the Board of
Directors shall be as follows: EUR 1,800 for the members, EUR 2,500 for the
Vice-Chairman and EUR 3,200 for the Chairman. A fee of EUR 250 shall be paid
for participation in Committee meetings, save for meetings of the Nomination
Committee. 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. 

KPMG Oy Ab was elected auditor of the company with Reino Tikkanen, APA, as
auditor in charge. 

NOMINATION COMMITTEE

The Meeting approved the Board's proposal for appointing 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 will consist of the representatives of the three largest registered
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 will 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. 

AUTHORISATIONS OF THE BOARD OF DIRECTORS

The Annual General Meeting approved the Board's proposals for the
authorisations of the Board of Directors. 

Authorisation to decide to issue shares

The Annual General Meeting decided to 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 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. The 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 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. 

Authorisation to decide to acquire the company's own shares

The Annual General Meeting decided to 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 authorisation shall be in force until the next
Annual General Meeting. 



AFFECTO PLC
Board of Directors



www.affecto.com






         Additional information:
         Chairman of the Board, Aaro Cantell, tel. +358 400 706 072
         CEO Pekka Eloholma, tel. +358 205 777 737