The Annual General Meeting of Amanda Capital Plc, held today in Helsinki,
handled the following matters:
The Financial Statement of Amanda Capital Group for year 2006 was approved and
the persons responsible were discharged from the liability for the financial
period.
Payment of dividends
According to the proposal of the Board of Directors it was decided that a
dividend of EUR 0.20 per share and an additional dividend of EUR 0.10 per share
will be distributed for 22 767 746 shares, all together EUR 6,830,323.80. The
matching day is 2 April, 2007 and the payment for the dividend is 11 April,
2007.
Board of Directors
The following persons were elected to the Board of Directors: Peter Fagernäs,
Esa Karppinen, Pertti Laine, Petri Niemisvirta and Topi Piela. Mr. Esa Karppinen
was elected as a Chairman of the Board.
Fees of the Board of Directors' members
The Annual General Meeting decided that no fees will be paid for the Board of
Directors.
Auditor
The Authorised Public Accounting Firm Ernst & Young Oy, with Kunto Pekkala, APA,
as the auditor in charge was appointed as auditor of the company. The auditor's
fee is paid as per invoice.
The authorisation of the Board of Directors to resolve to acquire and transfer
the company's own shares
According to the proposal of The Board of Directors the Annual General Meeting
decided to authorise 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.
An also according to the Board of Directors proposal the Annaual General Meeting
decided to authorise the Board 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 valid until the next Annual General Meeting, but will
terminate at the latest on 31 May, 2008.
The Board of Directors' proposal for the amendment of Articles of Association
According to the Board of Directors proposes the Annual General Meeting decided
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.
The Annual Report
The Annual Report of Amanda Capital Plc for the year 2006 have been published on
the company's website: www.amandacapital.fi.
Amanda Capital Plc
Petteri Änkilä
CEO
For further information, please contact:
CEO Petteri Änkilä, tel. +358 9 6829 6011
DISTRIBUTION
Helsinki Stock Exchange
The Finnish Financial Supervision Authority
Main Media
www.amandacapital.fi