STROMSDAL CORPORATION
STOCK EXCHANGE RELEASE
29 March 2007 at 6.30 pm.
The Annual General Meeting of Stromsdal Corporation (AGM) held on Thursday 29
March 2007 resolved to approve the financial statement for the financial period
which ended on 31 December 2006 and to discharge the members of the Board of
Directors and the managing director from personal liability.
The AGM resolved in accordance with the proposal of the Board of Directors that,
due to the fact that the company made no profits during the financial period, no
dividend shall be distributed.
The AGM elected six members to the Board of Directors for the company for a term
ending on the conclusion of the annual general meeting in 2008: Mr. Juhani Mauri
Erma, Mr. Pauli Olavi Hämäläinen, Mr. Kari Petri Juhani Kangasperko, Mr. Ossi
Kokkonen, Ms. Pirjo Sirpa Helena Repo and Mr. Markku Tapani Toivanen.
At the Board Meeting held after the AGM, the Board of Directors elected Mr.
Juhani Erma as Chairman. The Board of Directors elected Mr. Juhani Erma
(Chairman), Ms. Pirjo Repo and Mr. Markku Toivanen to the Audit Committee. The
Board of Directors elected Mr. Petri Kangasperko (Chairman), Mr. Pauli
Hämäläinen and Mr. Ossi Kokkonen to the Nomination Committee.
The AGM elected Authorized Public Accounting Firm Ernst & Young Ltd, with Ms.
Eija Niemi-Nikkola as auditor in charge, the company's auditor for a term ending
at the closing of the next AGM.
The AGM resolved that the fees to be paid to the members of the Board of
Directors shall be as follows:
The Chairman of the Board receives EUR 1,600 per month in compensation and EUR
600 for each meeting of the Board or of a Board-appointed committee attended.
The Board member receives EUR 800 per month in compensation and EUR 500 for each
meeting of the Board or of a Board-appointed committee attended.
Authorization of the Board of Directors to decide on share issue and to transfer
shares in the company being in the possession of the company
The AGM resolved to authorize 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 may be issued and own
shares in the possession of the company may 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 company's 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 includes 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 may be issued. A maximum amount of
1,621,317 own shares in the possession of the company may be transferred.
In addition, the authorization includes the right to decide on a share issue to
the company itself free of charge so that, as a result, the aggregate amount of
shares issued to the company is a maximum of one tenth (1/10) of the total
amount of shares in the company. This amount includes 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 is entitled to decide on any other issues related with
the share issues.
The authorization is 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.
Amendment of the Articles of Association
The AGM resolved to amend the articles of association of the company to
correspond with the provisions of the new Companies Act that entered into force
on 1 September 2006. The provisions in the articles of association regarding
minimum and maximum capital (3§) and share amounts (4§) are abolished and the
provisions 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. The amended Articles
of Association attached.
The Managing Director's review
In connection with the AGM the Managing Director of the company Mr. Mikael
Åbacka presented a review regarding the present economic situation of the
company and future plans. The Managing Director's review is available on
company's websites at www.stromsdal.com.
STROMSDAL CORPORATION
Board of Directors
Further information:
Mikael Åbacka
Managing Director
tel. +358 (0)17 688 641
Distribution
Helsinki Stock Exchange
Main Media
ATTACHMENT
STROMSDAL CORPORATION'S ARTICLES OF ASSOCIATION
1 § Company Name and Domicile
The company name is Stromsdal Oyj in Finnish, Stromsdal Abp in Swedish and
Stromsdal Corporation in English. The company domicile is Juankoski.
2 § Line of Business
The company's line of business is production, processing and sale of carton and
groundwood pulp and business activities connected with it.
3 § Board of Directors
The Board of Directors, consisting from three to ten members, is responsible for
company management and the appropriate organisation of operations. The term of
the Board of Directors terminates at the close of the Annual General Meeting
following the election. The Board of Directors elects a Chairman from among its
members.
4 § Managing Director
The company has a Managing Director, appointed by the Board of Directors. The
Managing Director shall not be the Chairman of the Board of Directors.
5 § Representation of the Company
Members of the Board of Directors are entitled to represent the company two
jointly. The Managing Director is entitled to solely represent the company. In
addition, two persons separately appointed by the Board of Directors may jointly
represent the company.
6 § Holders of Procuration
Procurations are granted by the Board of Directors.
Holders of procuration are entitled to represent the company two together or
with a member of the Board of Directors or with the Managing Director.
7 § Auditors
The company has one auditor authorised by the Central Chamber of Commerce and a
deputy auditor. If a firm of auditors is elected to company's auditor, no deputy
auditor is required. The auditor and the deputy auditor are elected until
further notice.
8 § Summons to the Meeting
Summons to the Annual General Meeting shall be given to all company's
shareholders by means of an announcement, which shall be published by the Board
of Directors in a national Finnish newspaper at the earliest three months and at
the latest one week before the date referred to in paragraph 2.2 of chapter 4 of
the Finnish Companies Act. To have the right to attend an Annual General
Meeting, a shareholder shall register with the company no later than on the date
stated in the summons to the meeting, which date may not be earlier than ten
days prior to the meeting.
9 § Annual General Meeting
The Annual General Meeting shall be held by the end of June each year on the
date determined by the Board of Directors. The following matters shall be on the
agenda of the meeting:
Presentation of:
1. the financial statements of the company and the group and the annual report,
2. the auditors' report,
3. the explanation by the Board of Directors concerning any remarks made by the
auditors,
Decisions on:
4. the adoption of the financial statements of the company and the group,
5. the use of the profit shown in the adopted balance sheet,
6. the discharge from responsibility of the members of the Board of Directors
and the Managing Director,
7. the fees and the basis for the reimbursement of expenses to the members of
the Board of Directors,
8. the number of the Board of Directors' members,
Election of:
9. the members of the Board of Directors,
10. when needed, the auditor and the deputy auditor.
10 § Financial Period
The company's financial period is the calendar year.
11 § Book-Entry Securities System
The company's shares are included in the book-entry securities system.