SATAMA INTERACTIVE PLC STOCK EXCHANGE RELEASE FEBRUARY 28, 2007 AT 18:30
Shareholders of Satama Interactive Plc are invited to participate in the Annual
General Meeting (AGM) on March 21, 2007 at 3.00 PM in the company's head office
at Henry Fordin katu 6, 00150, Helsinki.
In addition to the matters set out in the companies act and the articles of
association, the Annual General Meeting will address the following proposals by
the Board of Directors:
THE PROPOSAL OF THE BOARD OF DIRECTORS OF SATAMA REGARDING THE AMENDMENT OF THE
ARTICLES OF ASSOCIATION
The Board of Directors proposes that certain amendments to the articles of
association are decided upon based on the changes in the Finnish Companies Act
as well as certain other mainly technical amendments to clarify the articles of
association and to ensure that it conforms with the current provisions of the
Companies Act.
(i) 3 §, 4 § and 6 §: the provisions concerning minimum and maximum share
capital, the number of shares and the record date shall be removed.
(ii) 7 §: the provisions concerning resignation of a member of the board and
procedures to fulfill an empty seat shall be removed.
(iii) 9 and 10 §: the provisions concerning the duties of the Board of Directors
and the Managing Director as well as the provisions concerning meetings of the
board of directors shall be removed.
(iv) 11 §: the provisions concerning authorized signatories shall be replaced
with provisions concerning representation rights in accordance with the new
companies act.
(v) 12 §: the entire article shall be removed with exception of the fourth
paragraph, which concerns the summons to the general meeting. That paragraph
shall be amended so that the summons can be sent no earlier than three months
before the meeting.
(vi) 13 §: the provisions concerning the issues to be handled at the Annual
General Meeting shall be amended to correspond with the new companies act.
(vii) 14 §: the provisions concerning registration to the general meeting shall
be amended so that the last day for the registration can be ten days before the
meeting at the earliest.
(viii) 15 § and 16 §: the provisions concerning auditors and the accounting
period shall be simplified.
(ix) 17 §: the entire article concerning the application of the current
companies act shall be removed as unnecessary.
Furthermore, any necessary linguistic modifications to other articles shall be
made and the numbering of the articles shall be changed correspondingly.
Complete proposed articles of association are attached as exhibit 1.
THE PROPOSAL OF THE BOARD OF DIRECTORS OF SATAMA REGARDING THE AUTHORIZATIONS TO
THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUE INCLUDING THE CONVEYANCE OF OWN
SHARES, AND ISSUE OF SPECIAL RIGHTS
The Board of Directors proposes to the Annual General Meeting that it would
decide on the authorizations to the Board of Directors regarding share issue and
issue of special rights on the terms set forth below.
Based on the authorization the Board of Directors has a right to decide on a
share issue which may be either liable to charge or free of charge, including
issuing of new shares and the conveyance of own shares possibly in the company's
possession.
Based on the authorization the Board of Directors has a right to decide on an
issue of option rights and other special rights which entitle, against payment
to receive new shares or shares possibly in possession of the company.
Based on the aforesaid authorizations regarding share issue and/or issue of
special rights, either in one or in several occasions, a maximum of 8,000,000
new shares may be issued and/or own shares possessed by the company may be
conveyed, which corresponds to approximately 19,4 per cent of the issued and
outstanding shares of the company.
The authorizations shall remain in force until June 30, 2008.
The Board of Directors is otherwise authorized to decide on all the terms
regarding the share issue and the issue of special rights, including the right
to also decide on a directed share issue and a directed issue of special rights.
Shareholders' pre-emptive subscription rights can be deviated from providing
that there is a significant financial reason for the company to do so.
The authorization is, however, not to be used for incentive schemes for the
personnel.
THE PROPOSAL OF THE BOARD OF DIRECTORS OF SATAMA REGARDING THE AUTHORIZATIONS TO
THE BOARD OF DIRECTORS TO DECIDE ON ACQUISITION OF OWN SHARES
The Board of Directors proposes to the Annual General Meeting that it would
decide on an authorization to the Board of Directors regarding acquisition of
Satama's own shares on the terms set forth below.
Based on the authorization the Board of Directors has a right to decide on
acquisition of own shares. The shares could be acquired for the value decided by
the Board of Directors which value is based on the fair value at the time of the
acquisition formed in the public trading. Own shares may be only acquired with
free equity.
Based on the authorization, either in one or in several occasions, a maximum of
4,000,000 own shares, which corresponds to approximately 9,7 per cent of the
issued and outstanding shares of the company, may be acquired.
The authorization shall remain in force until June 30, 2008.
The Board of Directors is otherwise authorized to decide on all the conditions
regarding the acquisition of own shares including the manner of acquisition of
shares. The authorization does not exclude the right of the Board of Directors
to also decide on a directed acquisition of own shares providing that there is a
significant financial reason for the company to do so.
DISTRIBUTION OF DIVIDEND
The Board of Directors proposes that no dividend be paid for the financial year
2006.
DOCUMENTS
Copies of documents concerning the financial statements, as well as the Board of
Directors proposals and attachments are displayed to shareholders from March 12,
2007 at the company's head office, Henry Fordin katu 6, 00150 Helsinki. Copies
of the documents will be sent to shareholders upon request.
RIGHT TO PARTICIPATE
A shareholder wishing to participate in the AGM must be registered as a
shareholder on March 9, 2007 at the shareholder register of the company,
maintained by the Finnish Central Securities Depository (APK).
REGISTRATION
A shareholder wishing to participate in the AGM must register his/her
participation at the company's head office latest on Monday, March 19, 2007 by
12.00 noon either by writing to: Satama Interactive Plc, share register, Henry
Fordin katu 6, 00150 Helsinki, by phone: +358 (0) 207 581 581 or by e-mail:
nina.pakalen@satama.com. The letter must have been received before the
registration period ends. Possible powers of attorney should be delivered in
conjunction with the registration.
PROPOSAL CONCERNING THE MEMBERS OF THE BOARD OF DIRECTORS AND THE AUDITOR
Shareholders of Satama Interactive Plc with 37,99 % share of the votes and share
capital have proposed that the number of Board of Directors members will be
ratified at 6 and that Manne Airaksinen, Aarne Aktan, Timo Everi, Jari Sarasvuo,
Petteri Terho and Matti Vikkula will be selected as members of the Board of
Directors.
The proposed remuneration of the Chairman is EUR 4.000 per month and for the
members of the Board EUR 2.000 per month.
The Board of Directors proposes that the authorized public accountants
PricewaterhouseCoopers Oy will be chosen to continue as the company's auditors.
Helsinki, February 28, 2007
THE BOARD OF DIRECTORS
ADDITIONAL INFORMATION
Martti Ojala, CFO, tel. +358 207 581 637
DISTRIBUTION
HEX Helsinki Exchanges
Prominent media sources
EXHIBIT 1 - PROPOSED ARTICLES OF ASSOCIATION OF SATAMA INTERACTIVE PLC
Article 1
The name of the Company is Satama Interactive Oyj and the Company's domicile is
Helsinki. The Company's parallel trade name is Satama Interactive Abp in Swedish
and Satama Interactive Plc in English.
Article 2
The Company is itself and/or through its subsidiaries and associated companies
engaged in providing services that support communication in companies and
corporations. The Company is also engaged in selling, marketing and distribution
related to information network services and other interactive media, as well as
thereto related development, maintenance and consulting services. The Company
supports the marketing of its customers' products and services. The company can
as a parent company take care of the group's joint services and functions. The
company may own or manage real estates and securities and be engaged in trading
with securities.
Article 3
The Company's shares are incorporated in the Finnish book-entry securities
system.
Article 4
The Company shall have a Board of Directors comprising of a minimum of three (3)
and a maximum of eight (8) members.
The Board of Directors shall be elected by the Annual General Meeting. The term
of office of the members of the Board of Directors shall expire at the close of
the first Annual General Meeting following their election.
The Board of Directors shall elect a Chairman among its members.
Article 5
The Company shall have a Managing Director. The Company's Board of Directors
shall appoint and dismiss the Managing Director.
Article 6
The company is represented by a member of the Board of Directors, holder of a
procuration or another person appointed to represent the company two together.
The Board of Directors is entitled to give a right to represent the company to
appointed persons in the manner that they are entitled to represent the company
two together or each together with a member of the Board of Directors, or holder
of a procuration.
Article 7
The invitation to the Annual Meeting is announced to shareholders in at least
two publications designated by the Annual Meeting three months before the Annual
Meeting at the earliest and 17 days before at the latest.
Article 8
At the Annual Meeting
the following shall be submitted
1. financial statements and group financial statements as well as annual report;
2. auditor's report;
the following matters shall be decided upon
3. confirmation of the financial statements and the group financial statements;
4. use of the profit shown by the balance-sheet;
5. discharge of liability of the members of the Board of Directors and the
Managing Director;
6. number of members in the Board of Directors;
7. compensation to the members of the Board of Directors and the auditor;
8. newspapers where the notices to the general meeting shall be published;
the following shall be elected
9. the members of the Board of Directors; and
11. the auditor.
Article 9
In order to attend a Annual General Meeting, shareholders are required to inform
the Company of their intention to attend before the expiry of the registration
period stated in the notice to the meeting. The registration period may not
expire more than ten days before the meeting.
Article 10
The Annual General Meeting shall elect an auditing firm to audit the Company's
accounts and management. The auditing firm shall be approved by the Finnish
Central Chamber of Commerce.
Article 11
The accounting period of the Company is a calendar year.