AMANDA CAPITAL PLC STOCK EXCHANGE RELEASE
8 March, 2007 at 10:00
NOTICE TO CONVENE A GENERAL MEETING OF AMANDA CAPITAL PLC
The shareholders of Amanda Capital Plc are invited to an Annual General Meeting
to be held on Wednesday 28 March 2007 starting at 2:00 pm in Helsinki, in the
Jugend sali at Linna Hotel, Lönnrotinkatu 29, 00180 Helsinki.
The General Meeting will discuss the following matters:
1. Matters to be handled at an Annual General Meeting by virtue of Chapter 5,
Section 3 § of the Companies Act and Article 11 § of the company's Articles of
Association
2. The authorisation of the Board of Directors to resolve to acquire and
transfer the company's own shares
The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting authorises the Board to resolve to acquire and transfer the
company's own shares subject to the following provisions:
The authorization would apply to a maximum of 2,200,000 company's own shares
which can be acquired in one or more installments with company's unrestricted
shareholders' equity. The aggregate amount of the acquired shares would be less
than 10 percent of the total share capital of the company. The shares would be
acquired for the purposes of developing the capital structure of the company or
for nullification or to be used in possible incentive and compensation schemes,
or as a consideration in business acquisitions and other arrangements. The
shares would be purchased through Helsinki Exchanges based on the price in the
public trading. The purchase price would be paid to the sellers in accordance
with the rules of Helsinki Exchanges and the payment schedule determined by the
rules of Finnish Central Securities Depository.
The Board of Directors would have the authority to dispose the company's own
shares (share issue) in one or more installments by a maximum of 2,200,000
shares. The disposal would deviate from the shareholders pre-emptive right to
purchase the company's own shares. The Board of Directors decides on the terms
of the disposal. The shares could be as consideration in business acquisitions
and other arrangements in the manner and within the scope determined by the
Board of Directors. The shares could also be used as a part of possible
incentive and compensation schemes.
The authorisation is proposed to remain valid until the next Annual General
Meeting, but will terminate at the latest on 31 May, 2008.
3. The Board of Directors' proposal for the amendment of Articles of Association
The Board of Directors proposes the Annual General Meeting that the Articles of
Association of Amanda Capital will be amended in accordance to the new Companies
Act (624/2006) that became effective as of 1 September, 2006. The main content
of the amendments is the following:
The Article 3 § on the minimum and maximum share capital and on the nominal
value will be removed.
The Article 4 § concerning the book-entry system will be amended in such way
that it will only state that the company's shares are incorporated in the
book-entry system of securities. Other sections will be removed.
In Article 7 § the term “authority to sign for the company”, will be replaced
with a new term “authority to represent the company” in accordance to the new
Companies Act.
In the Article 8 § the number of auditors will be amended to one, who is
approved by the Central Chamber of Commerce.
The Article 11 § will be amended in such way that the financial statements,
comprising of consolidated financial statements, and the Board of Directors'
Report, which is no longer part of the financial statements, will be presented
in the Annual General Meeting. The Annual General Meeting will decide on the
approval of the financial statements and dispositions arising from profit shown
on the approved balance sheet. The section about determining the number of
auditors in the Annual General Meeting will be removed.
The Article 12 § will be removed as unnecessary.
The numbering of the Articles in the Articles of Association will be altered to
correspond the aforementioned amendments.
Payment of dividends
The Board of Directors proposes a dividend of EUR 0.20 per share and an
additional dividend of EUR 0.10 per share to be paid for 22 767 746 shares for
the financial year ended on 31 December, 2006. According to the proposal a total
of EUR 6,830,323.80 will be paid as dividends, corresponding to 113.7 % of the
profit of the accounting period. The dividends will be paid to those
shareholders, who are entered as shareholders in the Register of Shareholders
maintained by the Finnish Central Depository Ltd on the matching day, 2 April,
2007. The proposed dividend payment date is 11 April, 2007.
Composition of the Board of Directors
The company has been notified that the shareholders representing more than 60%
of the company's shares and votes will propose the following persons as members
of the Board of Directors in Amanda Capital: Peter Fagernäs, Esa Karppinen,
Pertti Laine, Petri Niemisvirta and Topi Piela.
Auditors
The company auditor has been the Authorised Public Accounting Firm Ernst & Young
Oy, with Kunto Pekkala, APA, as the auditor in charge. The Board of Directors
recommends that the current auditor should continue in the task.
Financial statement documents and Board proposals
The copies of the financial statement documents and the Board of Directors'
proposals with attachments are available for viewing by shareholders starting on
12 March, 2007 at the address Aleksanterinkatu 15 A, 6th floor, Helsinki. Copies
of the documents will be posted to the shareholders upon request.
The annual report of Amanda Capital Plc for the year 2006 will be published
during week 12 on the company's website: www.amandacapital.fi.
Right to attend the Annual General Meeting
Those shareholders who are entered as shareholders in the Register of
Shareholders maintained by the Finnish Central Depository Ltd on 16 March, 2007,
at the latest, have a right to attend the Annual General Meeting. Holders of
nominee registered shares are required to contact their bank, broker or other
custodian to be temporarily recorded in the Register of Shareholders. The
recording must be made effective no later than on 16 March, 2007, in order to
attend the meeting.
Prior notice to attend the meeting
Shareholders who wish to attend the meeting must notify the Company of their
intention no later than on Wednesday 21 March, 2007 by 4:00 p.m. (Helsinki time)
either by
email to amandainfo@amandacapital.fi, or
telephone to +358 9 6829 600.
Shareholders may present themselves at the meeting or use an authorized
representative i.e. proxy. The proxies should be delivered to the company
simultaneously with the notification of attendance.
Helsinki, 5 March, 2007
Amanda Capital Plc
Board of Directors
DISTRIBUTION
Helsinki Stock Exchange
The Finnish Financial Supervision Authority
Main Media
www.amandacapital.fi