Affecto Oyj - Decisions of general meeting

Decisions by the Annual General Meeting of Affecto Plc

Helsinki, 2014-04-10 11:40 CEST (GLOBE NEWSWIRE) -- AFFECTO PLC  --  STOCK
EXCHANGE RELEASE  --  10 APRIL 2014 at 12:40 

Decisions by the Annual General Meeting of Affecto Plc

The Annual General Meeting of Affecto Plc, which was held on 10 April 2014,
adopted the financial statements for 1.1.-31.12.2013 and discharged the members
of the Board of Directors and the CEO from liability. 

Approximately 33 percent of Affecto's shares and votes were represented at the
Meeting. 

DIVIDEND

The Meeting decided that a dividend of EUR 0.16 per share be distributed for
the financial year 2013. The record date of the dividend payment is 15 April
2014 and the dividend will be paid on 25 April 2014. 

BOARD OF DIRECTORS AND AUDITOR

The Meeting decided that the number of members of the Board of Directors is
six. Aaro Cantell, Magdalena Persson, Jukka Ruuska, Olof Sand, Tuija Soanjärvi
and Lars Wahlström were elected as members of the Board of Directors. In the
organization meeting of the Board of Directors 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 August
2014 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 as payment in mergers
and 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. 

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 9 April 2013 registered on 16 April 2013. The authorisation shall be
in force until the next Annual General Meeting, however, not longer than until
30 June 2015. 

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 the company's
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 mergers and 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. 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 9 April 2013. The authorisation shall be in force until the next
Annual General Meeting, however, not longer than until 30 June 2015. 





AFFECTO PLC
Board of Directors



www.affecto.com




         Additional information:
         Chairman of the Board, Aaro Cantell, tel. +358 400 706 072
         SVP, M&A, IR, Hannu Nyman, tel. +358 205 777 761