STROMSDAL CORPORATION STOCK EXCHANGE RELEASE 15 February 2007 at 1 pm. SUMMONS TO THE ANNUAL GENERAL MEETING OF STROMSDAL CORPORATION The shareholders of Stromsdal Corporation are summoned to the Annual General Meeting of Shareholders (AGM) to be held on Thursday 29 March 2007 starting at 13:00 pm. at Stromsdal Corporations conference room in Villa Patruunanmäki, Puutarhatie 3, 73500 Juankoski, Finland. The following matters will be addressed at the meeting: 1. Matters to be submitted to the AGM pursuant to Article 11 of the Articles of Association and Chapter 5 Section 3 of the Finnish Companies Act. 2. Election of the Members of the Board of Directors The Election Committee proposes a re-election of the current members of the board of directors, Mr. Juhani Mauri Erma (Chairman), Mr. Pauli Olavi Hämäläinen, Mr. Kari Petri Juhani Kangasperko, Mr. Ossi Kokkonen, Ms. Pirjo Sirpa Helena Repo and Mr. Markku Tapani Toivanen (ordinary members). 3. Election of the Auditor The board of directors proposes that Authorized Public Accounting Firm Ernst & Young will be elected as the companys auditor until the closing of the next AGM. 4. Distribution of Dividends The board of directors proposes that no dividends will be paid for the financial period ended on 31 December 2006. 5. Proposal of the board of directors on authorizing the board of directors to decide on an increase of share capital and on transfers of shares in the company that are in the possession of the company The board of directors proposes that the AGM authorizes the board of directors to decide on the issuing of new shares of the company and on the right to transfer shares of the company that are in the possession of the company. New shares could be issued and own shares in the possession of the company could be transferred either against consideration or free of charge to the shareholders of the company in proportion to their ownership in the company or, in deviation from the shareholders pre-emptive subscription right, by a directed share issue if there exists a weighty economic reason for such an issue from the companys perspective. A directed share issue may be executed free of charge only if there exists an especially weighty economic reason for the company and taking into account the interests of all shareholders. The authorization would include the right to issue special rights as meant in Chapter 10 Section 1 of the Finnish Companies Act, which rights would entitle the holder to receive, against payment, new shares in the company or own shares of the company being in the possession of the company either by paying the subscription price in cash or by using a receivable from the company to set off the subscription price. A maximum amount of 5,000,000 new shares could be issued. A maximum amount of 1,621,317 own shares in the possession of the company could be transferred. In addition, the authorization would include the right to decide on a share issue to the company itself free of charge so that that the aggregate amount of shares issued to the company would be a maximum of one tenth (1/10) of the total amount of shares in the company. This amount would include all the shares in the company being in the possession of the company itself or in the possession of any of its affiliated companies as set out in Chapter 15 Section 11 Paragraph 1 of the Finnish Companies Act. The board of directors would be entitled to decide on any other issues related with the share issues. The authorization would be in force for five years as of the decision of the AGM. The authorization revokes the authorization decided by the shareholders meeting on 4 April 2006. 6. Amendment of the Articles of Association The board of directors proposes that the articles of association of the company are amended to correspond with the provisions of the new Companies Act that entered into force on 1 September 2006. It is proposed that the provisions in the articles of association regarding minimum and maximum capital (3§) and share amounts (4§) are abolished and that the provision regarding the representation of the company, the time frame for summoning shareholders meetings and the book entry system are revised. The amendments do not require any actions by the shareholders. Documents The financial statements and the aforementioned proposals are available for review by the shareholders at the Companys head office, address Juankoskentie 7, 73500 Juankoski and at the web- site of the company at www.stromsdal.com as of 15 March 2007. Copies of the documents will be sent to the shareholders upon their request and will also be available at the AGM. Participation and registration A shareholder, who is registered as a shareholder in the companys shareholders register as maintained by the Finnish Central Securities Depository Ltd on 19 March 2007 at the latest and who has announced its participation to the company on 22 March 2007, at the latest, is entitled to participate in the AGM. A shareholder who owns shares through custodial nominee account may be registered temporarily in the shareholders register on 19 March 2007 for the participation in the AGM. A request for temporary registration shall be made to the administrator of the custodial nominee account. A shareholder who wishes to participate in the AGM is requested to inform of his/her participation to the company on 22 March 2007 at 4:00 pm. at the latest either in writing by mail to Stromsdal Corporation, P.O.Box 33, 73501 Juankoski, Finland, by facsimile +358 (0)17 6886 466 or by e-mail tuija.lepisto@stromsdal.fi or by phone +358 (0)17 688 641 / Tuija Lepistö. A written registration letter or message must arrive before the registration period expires. Possible proxies are requested to be delivered to the above mentioned address by the end of the registration period. STROMSDAL CORPORATION Board of Directors For further information, please contact: Mikael Åbacka Managing Director Tel. +358 (0)17 688 641 Distribution Helsinki Stock Exchange Main Media
SUMMONS TO THE ANNUAL GENERAL MEETING OF STROMSDAL CORPORATION
| Source: Stromsdal