AFFECTOGENIMAP PLC STOCK EXCHANGE RELEASE 14 FEBRUARY 2007 at 10:01
INVITATION TO THE ANNUAL GENERAL MEETING AND PROPOSALS OF BOARD OF DIRECTORS
OF AFFECTOGENIMAP PLC
The shareholders of AffectoGenimap Plc are hereby summoned to the Annual
General Meeting ("Meeting") to be held on Wednesday March 28, 2007 at 3.00
p.m. at Finlandia Hall, Mannerheimintie 13, 00100 Helsinki, Finland.
The following matters will be on the agenda of the Meeting:
1. Matters that pursuant to the Companies Act and Section 13 of the Articles
of Association are to be considered by the company
2. Proposal by the Board of Directors to change the company name and the
Articles of Association
The Board of Directors proposes that the name of the company and the Article
1 of the Articles of Association are to be changed. The new name of the
company is Affecto Oyj in Finnish, Affecto Abp in Swedish and Affecto Plc in
English. The Board of Directors proposes that the current Articles of
Association be amended so that Article 3, which concerns the minimum and
maximum share capital, Article 4, which concerns the nominal value of the
shares, Article 6, which concern the transfer of the shares into the book-
entry system are removed and Article 5 and the last sentence of the second
paragraph of Article 12 amended. The Board of Directors further proposes that
Article 9 concerning the right to represent the company is amended to reflect
the terminology in the Companies Act and that the requirement of a deputy
auditor is abolished and consequently Articles 11 and 13 amended. In
addition, the numbering of Articles of Association would be amended.
3. Proposal by the Board of Directors to authorise the Board of Directors to
issue shares
The Board of Directors proposes that the Meeting authorise the Board of
Directors to decide to issue new shares and to convey 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 also includes the right to issue 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 3 400 000 new shares may be issued. A maximum of 1 700 000 own
shares held by the company may be conveyed.
The Board of Directors proposes that the authorisation comprise the right to
deviate from the shareholders' pre-emptive subscription right provided that
the company has 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 conveyed
against contribution in kind or by means of set-off.
In addition, the authorisation includes the right to decide on 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 a maximum of 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.
4. Proposal by the Board of Directors to authorise the Board of Directors to
acquire the company's own shares
The Board of Directors proposes that the Meeting authorise the Board of
Directors to decide to acquire the company's own shares with distributable
funds 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 1 700 000 shares may be acquired. The company's own
shares may be acquired in accordance with the decision of the Board of
Directors either through public trading or by public offer at their market
price at the time of purchase.
The authorisation shall be in force until the next Annual General Meeting.
5. Proposal by the Board of Directors for distribution of dividends
The Board of Directors proposes to the Meeting that a dividend of EUR 0.10
per share be distributed for the year 2006. The Board of Directors proposes
that the dividend be paid on April 11, 2007. The dividend is payable to
shareholders entered into the Shareholder Register maintained by Finnish
Central Securities Depository Ltd. on the record date April 2, 2007 set by
the Board of Directors.
6. Composition and fees 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 be six
and that the following members of the Board of Directors are elected for the
next term, which extends until the closing of the following Annual General
Meeting: Aaro Cantell, Pyry Lautsuo, Heikki Lehmusto, Pasi Mäenpää, Jukka
Norokorpi and Esko Rytkönen. The new member of the Board of Directors is Mr.
Pyry Lautsuo, M.Sc. (Eng.), (b. 1946). Mr. Lautsuo has worked at IBM in
Finland and in Europe in 1970-2006, latest as the managing director of IBM
Finland in 1997-2006. Shareholders representing 41.3% 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 be EUR 1,300 and EUR 2,600 for the Chairman of the Board of
Directors.
7. Election of Accountants
The Audit Committee of the Board of Directors proposes to the meeting that
the Authorised Public Accountants PricewaterhouseCoopers Oy is re-elected
auditor of the company, Merja Lindh, APA, as auditor in charge.
Annual accounts and proposals by the Board of Directors
The notice concerning the company's annual accounts 2006 and copies of the
Board of Directors' proposals concerning items 2-4 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 March 19, 2007. In addition, the
documents relating to the financial statements and the proposals of the Board
of Directors are available for examination by the shareholders as of March
19, 2007 at the address given below, and they also will be available at the
Meeting. Copies of the documents 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, the shareholder
(a) shall be entered in the Shareholder Register of the company maintained by
Finnish Central Securities Depository Ltd on Friday, March 16, 2007, and
(b) shall give notice to attend the Meeting by Thursday, March 22, 2007 at
4.00 p.m. Finnish time.
Registration in the Shareholder Register
The shareholder in whose name the shares are registered is automatically
registered in the Shareholder Register of the company. Shareholders holding
nominee-registered shares who wish to attend the Meeting may temporarily be
registered in the Shareholder Register. Such registration shall be made on
Friday, March 16, 2007 at the latest. For temporary registration,
shareholders shall contact their account operator.
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 (Arja Hyrske) Monday through Friday between
9.00 a.m. and 4.00 p.m. Finnish time,
(c) by letter to AffectoGenimap Plc, Atomitie 2b, 00370 Helsinki, Finland.
The notice shall be at the company's disposal no later than at 4.00 p.m.
Finnish time on Thursday, March 22, 2007.
Delivery of proxies
Proxies for using a shareholder's voting rights at the Meeting shall be
submitted to the company no later than at 4.00 p.m. Finnish time on Thursday,
March 22, 2007.
We wish our shareholders welcome to the Meeting.
Helsinki February 14, 2007
AffectoGenimap Plc
The Board of Directors
APPENDICES:
Appendix 1: Proposal of the Board of Directors for revised Articles of
Association
Appendix 2: Proposal of the Board of Directors to authorise the Board of
Directors to issue shares
Appendix 3: Proposal of the Board of Directors to authorise the Board of
Directors to acquire the company's own shares
Additional information provided by:
CEO Pekka Eloholma, tel. +358 205 777 737
CFO Satu Kankare, tel +358 205 777 202
Director of M&A and IR Hannu Nyman, tel. +358 205 777 761
Appendices:
Appendix 1:
PROPOSAL OF THE BOARD OF DIRECTORS FOR REVISED ARTICLES OF ASSOCIATION
AFFECTOGENIMAP OYJ'S ARTICLES OF ASSOCIATION
1 Company's Business Name and Domicile
The company's name is Affecto Oyj, in Swedish Affecto Abp and in English
Affecto Plc.
The company is domiciled in Helsinki.
2 Fields of Business
The company engages in consulting activities and trade in the area of
information technology, importing and exporting of information technology
products and services, and other activities related to the business area. In
addition, the companys field of business is the creation, support, database
management, sale, distribution and leasing of geographic information
materials having to do with maps and other products containing geographical
information; development, production, sale and distribution of software and
systems for geographic information, and consulting related to this; as well
as development, production, and sale of geographic information services based
on Internet, mobile Internet or corresponding technologies.
The company may own real property and shares in Finnish and foreign
companies.
3 Book-Entry System
The company's shares belong to the book-entry system.
4 Board of Directors
The company's Board of Directors shall be composed of at least three (3) and
no more than seven (7) ordinary members as well as a maximum of four (4)
deputy members.
The term office of the members of the Board of Directors expires at the end
of the next Annual General Meeting of Shareholders following their election.
5 Chief Executive Officer
The company has a Chief Executive Officer who shall be appointed by the Board
of Directors.
6 Legal Representation
The chairman of the Board of Directors together with a member of the Board of
Directors shall be entitled to represent the company. The Board of Directors
may grant the right to represent the company to employees of the company or
to others. Those with the right to represent the company shall represent the
company alone or two together.
7 Financial Year
The financial year is the calendar year.
8 Auditor
The company has one auditor, who shall be an auditing firm approved by the
Central Chamber of Commerce. The term office of the auditor expires at the
end of the next Annual General Meeting following the election.
9 Notice of Meeting
The Board of Directors shall deliver the notice to the General Meeting of
Shareholders. The notice shall be delivered no earlier than two months and no
later than seventeen (17) days before the General Meeting of Shareholders by
publishing it in at least two regularly published newspapers determined by
the Board of Directors or by delivering the notice to each shareholder by
registered letter or other verifiable manner at the address entered in the
register of shareholders.
In order to participate in the General Meeting of Shareholders, a shareholder
shall register with the company by the date specified in the notice, which
date shall not be earlier than ten (10) days before the General Meeting of
Shareholders. Since the company's shares are included in the book-entry
system, the provisions of the Finnish Companies Act concerning the right to
participate in the General Meeting of Shareholders shall also be taken into
account.
Any matter that a shareholder wishes to be addressed at a General Meeting of
Shareholders shall be notified in writing to the Board of Directors in such
time that the matter may be included in the notice convening the General
Meeting of Shareholders.
The General Meeting of Shareholders shall be held in Helsinki or Espoo.
10 Annual General Meeting
The Annual General Meeting is to be held each year within six (6) months from
the end of the financial year. At the Annual General Meeting of Shareholders,
the following shall be
presented:
1. financial statements for the company and the group, comprising income
statements, balance sheets and report of the Board of Directors;
2. auditors reports for the company and the group;
resolved upon:
3. adoption of the income statement and balance sheet as well as the
consolidated income statement and consolidated balance sheet;
4. any measures prompted by the profit or loss shown in the adopted balance
sheet;
5. date of any distribution of dividends;
6. granting of discharge from liability to the members of the Board of
Directors and the Chief Executive Officer;
7. remuneration to be paid to the members of the Board of Directors and the
auditor;
8. the number of members of the Board of Directors;
elected:
9. the members of the Board of Directors;
10. the auditor;
considered:
11. other matters included in the notice of meeting.
Appendix 2:
PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO
ISSUE SHARES
The Board of Directors proposes that the Meeting authorise the Board of
Directors to decide to issue new shares and to convey the companys 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 Board of Directors proposes that the authorisation also include the right
to issue 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 3 400 000 new shares may be issued. A maximum of 1 700 000 own
shares held by the company may be conveyed.
The Board of Directors proposes that the authorisation comprise a right to
deviate from the shareholders' pre-emptive subscription right provided that
in a share issue against payment the company has weighty 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 weighty financial reason for the deviation. The authorisation
may within the above mentioned limits be used e.g. in order to strengthen the
companys capital structure, to broaden the companys ownership, to be used
in corporate acquisitions or when the company acquires assets relating to its
business and as part of the companys incentive programmes. The shares may
also be conveyed in public trading. Shares may also be subscribed for or own
shares conveyed against contribution in kind or by means of set-off.
In addition the Board of Directors proposes that the authorisation include
the right to decide on 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 a maximum of 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.
Appendix 3:
PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO
ACQUIRE THE COMPANY'S OWN SHARES
The Board of Directors proposes that the Meeting authorise the Board of
Directors to decide to acquire the company's own shares with distributable
funds on the terms set forth below. The share acquisition reduces the
companys non-restricted distributable 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
companys 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 1 700 000 shares may be acquired.
Shares will be acquired in accordance with the Board of Directors' decision
either through public trading or by 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 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.
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INVITATION TO THE ANNUAL GENERAL MEETING AND PROPOSALS OF BOARD OF DIRECTORS OF AFFECTOGENIMAP PLC
| Source: Affecto Oyj