Done Solutions Corporation's Board of Directors hereby convenes the Annual
General Meeting (AGM) to be held at Markkinointi-instituutti, Töölöntullinkatu
6, FI-00250 Helsinki, starting at 10:00 a.m. on Tuesday, 3 April, 2007. The
reception of those registered for the meeting will begin at 9:30 a.m.
Items on the AGM's agenda:
1. Items within the AGM's competences, under Article 12 of the Articles of
Association.
2. Discussion of annual results and dividend distribution
The Board of Directors proposes to the AGM that a per-share dividend of EUR 0.01
be paid for the financial year 2006. Dividends will be paid to shareholders who
will have registered in the Company's Shareholder Register, maintained by
Finnish Central Securities Depository Ltd, by the dividend record date on April
10, 2007. The Board of Directors proposes that the dividend payment date be
April 17, 2007.
3. Board authorization to decide on a share issue and grant special rights
related to shares
The Board of Directors proposes that the AGM authorize the Board to decide to
issue a maximum of 33,000,000 shares or to grant special rights (including stock
options) entitling to shares, under §1 of Section 10 of the Companies Act, in
one or several tranches.
The Board proposes that this authorization be used to finance and implement any
prospective corporate acquisitions or other transactions, to implement the
Company's share-based incentive plans or for other purposes determined by the
Board.
The Board proposes that the authorization also grant the Board the right to
decide on all terms and conditions governing said share issue and the granting
of said special rights, including subscribers or the grantees of said special
rights and the payable consideration. Consequently, the authorization includes
the right to carry out a private placement on conditions specified by law.
The Board proposes that the authorization be valid until April 30, 2009.
4. Board authorization to decide to buy back own shares (treasury shares)
The Board of Directors proposes that the AGM authorize the Board to decide to
buy back a maximum of 6,643,648 own shares using Company unrestricted equity, in
which case any buyback will reduce the amount of Company distributable earnings.
The Company may buy back shares in order to develop its capital structure,
finance and implement any corporate acquisitions or other transactions,
implement share-based incentive plans, or otherwise dispose of or cancel them.
The Company may buy back shares, based on
a) A bid submitted to all shareholders on equal terms and conditions in
proportion to their current holdings in Company shares and at the same price,
decided by the Board of Directors; or
b) Public trading on marketplaces, whose rules and regulations allow the Company
to trade in its shares. In such a case, the Company buys back shares in
proportion, other than its shareholders' holdings in Company shares.
The Board proposes that the authorization be valid until April 30, 2008.
5. Board proposal to authorize the Board to dispose of treasury shares held by
the Company
The Board of Directors proposes that the AGM authorize it to decide to dispose
of treasury shares either against payment or without payment on the following
terms and conditions:
The Board of Directors should have the right to decide to whom, and in what
order, treasury shares will be disposed of.
The Company may dispose of said shares:
To Company shareholders in proportion to their current holdings in Company
shares; or, waiving the shareholders' pre-emptive right, if the Company has a
cogent financial reason to do so, such as using shares to finance any
prospective corporate acquisitions or other transactions, financing investments
or using them as part of the Company's share-based incentive plan. Share
disposal may be carried out without payment if the Company has a particularly
cogent financial reason to do so, taking account of the Company's and all of its
shareholders' interests.
The Company may dispose of a maximum of 6,643,648 treasury shares.
The Board of Directors has the right to decide that the amount payable for
shares within the context of their disposal be recognized either fully or partly
under share capital or invested unrestricted equity.
The Board of Directors will decide on other issues related to the disposal of
shares. The Board of Directors proposes that the authorization be valid until
April 30, 2008.
6. Board proposal for alteration of the Articles of Association
The Board of Directors proposes that the AGM decide to alter the Articles of
Association to correspond to the regulations under the new Companies Act
effective since September 1, 2006, and make the following relevant alterations:
- Remove Article 3 on the minimum and maximum share capital and the number of
shares and alter the numbering of subsequent Articles.
- Remove stipulations on the registration and dividend record dates (Article 4)
and replace the Article's title with “Shares”.
- Remove the mention of the Board of Directors' Vice Chairman from Article 5.
- Alter the wording of stipulations governing Company representation under
Article 7 to be in conformity with the new Companies Act and combine Article 8
on Procuration with Article 7 and alter the numbering of subsequent Articles.
- Alter Article 9 on Audit in such a way that the Company has one auditor, who
must be a firm of Authorized Public Accountants, and that the auditor's term of
office expires at the end of the Annual General Meeting following its election.
- Add to Article 10 a mention of the opportunity to publish notice of a
shareholders' meeting on the Company's website.
- Alter the content of the AGM's Agenda, as referred to in the second paragraph
under Article 12, to be in conformity with the new Companies Act.
Financial statements and Board proposals
Financial statements and the above Board proposals will be available for
shareholders' inspection at Company headquarters, Tukholmankatu 2, Helsinki, as
from Tuesday March 27, 2007. The Company will send copies thereof to
shareholders upon request.
Right to attend the AGM
Any shareholder entered in the Company's shareholder register, maintained by
Finnish Central Securities Depository Ltd., by Friday March 23, 2007 and who has
registered for the AGM by Tuesday March 27, 2007, is entitled to attend the
meeting.
Registration
Any shareholder who is entitled to attend the AGM as specified above and wishes
to exercise his/her voting right at the meeting, should register for the
meeting, either by mail addressed to Done Solutions Corporation, Pia Kopponen,
Tukholmankatu 2, FI-00250 Helsinki; or by fax +358 20 525 3303, or by e-mail to
pia.kopponen@donesolutions.com., by 4:00 p.m. on March 27, 2007. Letters, faxes
and e-mail messages must reach the Company by the deadline stated above. Any
proxies, which entitle their holders to exercise the shareholders' voting right
at the AGM, must be delivered to the Company prior to said deadline.
Helsinki, March 14, 2007
Done Solutions Corporation
Board of Directors
For further information, please contact:
Juha Kujala, acting CEO, gsm +358 (0) 40 734 9017
juha.kujala@donesolutions.com
http://www.donesolutions.com
Distribution:
Helsinki Stock Exchange
Financial Supervision Authority
Major media
Listed on the Helsinki Stock Exchange's NM List since 2001, Done Solutions is
organized into the following three segments: Services (Done Information)
provides multilingual documentation services; Systems (Done Logistics) provides
comprehensive logistics systems, based on automated materials-handling systems
and supporting information systems; and Health Care (Tiolat) designs,
manufactures and sells iCare tonometers for eye specialists and opticians. Done
Solutions operates in selected industries in the Nordic countries, Central
Europe and the USA.