AFFECTO PLC STOCK EXCHANGE RELEASE 17 February 2010 at 11.00
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 25 March 2010 at 9.00 a.m. at
Finlandia Hall, Elissa-room, Mannerheimintie 13, 00100 Helsinki, Finland.
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 2009
- Review by the CEO
3. Adoption of the financial statement and consolidated financial statements
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 0.06
per share is distributed from year 2009. The Board of Directors proposes that
the dividend is paid on 13 April 2010. The dividend is payable to
shareholders entered into the Shareholder Register maintained by Euroclear
Finland Ltd on the record date 30 March 2010 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 and Compensation Committee of the Board of Directors proposes
to the Meeting that the number of members of the Board of Directors is six
and that the following members of the Board of Directors are re-elected for
the next term, which extends until the closing of the following Annual
General Meeting: Mr. Aaro Cantell, Mr. Pyry Lautsuo, Mr. Heikki Lehmusto, Mr.
Esko Rytkönen and Mr. Haakon Skaarer. In addition, the Committee proposes
that Mr. Jukka Ruuska is elected as a new member to the Board of Directors.
Jukka Ruuska, b. 1961, LL.M., MBA. Ruuska has served as a Senior Partner at
CapMan Plc since 2008. He is the Head of the CapMan Public Market team. Prior
to joining CapMan, Jukka Ruuska served as CEO of the Nordic Stock Exchange
and as the CEO of the Helsinki Stock Exchange between 2000 and 2003. Prior to
this, he held management positions at Helsingin Puhelin Oy and Finnet Oy and
at the investment bank, Prospectus Oy, and Kansallis-Osake-Pankki.
Shareholders representing 32 % of the voting rights have announced their
support for the proposition of the Committee. All candidates have given their
consent to the election.
The Committee proposes that the monthly fees of the members of the Board of
Directors remain unchanged: EUR 1,600 for the members and EUR 2,900 for the
Chairman of the Board of Directors.
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 amend the Articles of Association
The Board of Directors proposes that the Meeting decide to amend Section "9
Notice of Meeting" of the Articles of Association of the company due to the
amendments in the Finnish Companies Act as follows:
"The notice to the General Meeting shall be delivered to the shareholders at
the earliest three (3) months and at the latest three (3) weeks prior to the
General Meeting by releasing the notice on the Company's website and, if so
decided by the Board of Directors, by publishing the notice in one newspaper
with a wide circulation determined by the Board of Directors. The notice
shall, however, be delivered at least nine (9) days before the record date of
the Meeting.
In order to attend the General Meeting of Shareholders, a shareholder shall
register his participation with the company in the manner indicated in the
notice to convene and by the therein-indicated registration date, which date
may not be earlier than ten (10) days prior to the meeting.
The General Meeting of Shareholders shall be held in Helsinki or Espoo."
9. 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 new shares may be issued. A maximum of 2,100,000 own
shares held by the company may be conveyed.
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 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 shall be in force until the next Annual General Meeting.
10. 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 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 shall be in force until the next Annual General Meeting.
11. Proposal by the Board of Directors to lower the share premium reserve by
transferring the funds in the reserve into the reserve for invested
unrestricted equity
The Board of Directors proposes that the Meeting lower the share premium
reserve by transferring the entire capital of the reserve at the time of the
Meeting into the reserve for invested unrestricted equity. The share premium
reserve of the parent company, Affecto Plc, amounts to EUR 21,911,945.36.
Annual accounts and proposals by the Board of Directors
The notice concerning the company's annual accounts 2009 and copies of the
proposals of the Board of Directors concerning items 8-11 above including
appendices and other documents to be dealt with at the Meeting will be
available on the company website www.affecto.com as of Thursday 4 March 2010.
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 Monday 15 March 2010, and
(b) shall give notice to attend the Meeting by Monday 22 March 2010 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 Monday 15
March 2010, 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 Shareholder Register. A shareholder of nominee registered
shares is advised to request without delay necessary instructions regarding
the registration in the shareholder's 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 general
meeting, to be temporarily entered into the shareholders' register of the
company on Monday 22 March 2010 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 22
March 2010 at 10.00 a.m. Finnish time.
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 22 March
2010 at 10.00 a.m. Finnish time.
Other instructions/information
On the date of this notice to the Meeting 17 February 2010, 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, 17 February 2010
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 amend the Articles of
Association
Appendix 2: Proposal by the Board of Directors to authorise the Board of
Directors to decide upon the issuing of shares
Appendix 3: Proposal by the Board of Directors to authorise the Board of
Directors to decide upon the acquiring of the company's own
shares
Appendix 4: Proposal by the Board of Directors to lower the share premium
reserve by transferring the funds in the reserve into the
reserve for invested unrestricted equity
-----------
Appendix 1: Proposal by the Board of Directors to amend the Articles of
Association
PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF ASSOCIATION
The Board of Directors proposes that the Meeting decide to amend Section
"9 Notice of Meeting" of the Articles of Association of the company due to
the amendments in the Finnish Companies Act as follows:
"The notice to the General Meeting shall be delivered to the shareholders at
the earliest three (3) months and at the latest three (3) weeks prior to the
General Meeting by releasing the notice on the Company's website and, if so
decided by the Board of Directors, by publishing the notice in one newspaper
with a wide circulation determined by the Board of Directors. The notice
shall, however, be delivered at least nine (9) days before the record date of
the Meeting.
In order to attend the General Meeting of Shareholders, a shareholder shall
register his participation with the company in the manner indicated in the
notice to convene and by the therein-indicated registration date, which date
may not be earlier than ten (10) days prior to the meeting.
The General Meeting of Shareholders shall be held in Helsinki or Espoo."
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 issuing of shares
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 new shares can be issued. A maximum of 2,100,000 own
shares held by the company can be conveyed.
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 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 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 authorise the Board of
Directors to decide upon the acquiring of the company's own
shares
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 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 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 4: Proposal by the Board of Directors to lower the share premium
reserve by transferring the funds in the reserve into the
reserve for invested unrestricted equity
PROPOSAL BY THE BOARD OF DIRECTORS TO LOWER THE SHARE PREMIUM RESERVE BY
TRANSFERRING THE FUNDS IN THE RESERVE INTO THE RESERVE FOR INVESTED
UNRESTRICTED EQUITY
The Board of Directors proposes that the share premium reserve be lowered by
transferring the funds in the reserve in their entirety into the reserve for
invested unrestricted equity. The share premium reserve of the parent
company, Affecto Plc, amounts to EUR 21,911,945.36. As a result of the
lowering of the share premium reserve, the company's restricted equity
decreases by the amount of the share premium reserve and, correspondingly,
the unrestricted equity increases by the same amount.
The lowering of the share premium reserve clarifies and increases the
efficiency of the capital structure of the company as well as makes it
correspond to the revision of the Finnish Companies Act of 2006.
Affecto Plc
The Board of Directors