eQ CORPORATION STOCK EXCHANGE RELEASE 30.3.2007 AT 11.45 a.m.
THE RESOLUTIONS OF THE ANNUAL GENERAL MEETING AND ORGANIZATION OF THE BOARD
(Translation from Finnish language original)
The resolutions of the Annual General Meeting
The Annual General Meeting of eQ Corporation was held on March 30, 2007. The
meeting confirmed the company's and consolidated accounts for 2006 and released
the company's Board of Directors and the CEO of liability for the accounts.
DIVIDEND DISTRIBUTION
The Annual General Meeting confirmed that a dividend of EUR 0.40 per share will
be distributed for the fiscal year 2006. The dividend will be paid to those
shareholders that on the record date of April 4, 2007 are registered in the
Register of Shareholders held by the Finnish Central Securities Depository
Ltd. The dividend will be paid on April 13, 2007.
BOARD OF DIRECTORS
The Annual General Meeting re-elected the following members to the Board of
Directors: Georg J.C. Ehrnrooth, Timo Everi, Johan Horelli, Antti Pankakoski,
Miika Varjovaara and Petteri Walldén.
The Annual General Meeting confirmed that the Chairman of the Board of
Directors will receive a fee of EUR 25,000 for the year the members of the
Board of Directors a fee of EUR 20,000.
AUDITOR
KPMG Oy Ab will continue as the company's auditor.
AUTHORISATION OF THE BOARD OF DIRECTORS TO ACQUIRE THE COMPANY'S OWN SHARES
The Annual General Meeting authorised the Board of Directors to decide on the
repurchase of up to 1,000,000 own shares taking, however, into account the
provisions of the Finnish Companies Act on the maximum amount of own shares
held by a company. The maximum number of shares to be repurchased is 3 per cent
of all shares of the company.
The shares can be repurchased in one or several instalments deviating from the
proportion of shares owned by the shareholders by using funds in the
unrestricted free equity. The purchase price of the shares will be based on
the fair value of the repurchase date formed in public trading.
The shares can be repurchased in order to use them as consideration in possible
business acquisitions or other arrangements belonging to the company's
business, to finance investments, as a part of the company's incentive system,
to develop the company's capital structure, or to be held by the company or to
be otherwise further conveyed or invalidated.
The authorisation will be valid until the end of the next Annual General
Meeting; however, not longer than until June 30, 2008.
AUTHORISATION OF THE BOARD OF DIRECTORS TO ISSUE SHARES AND GRANTING OF OPTION
RIGHTS AND OTHER SPECIAL RIGHTS ENTITLING TO THE SHARES
The Annual General Meeting authorised the Board of Directors to decide on the
issuance of new shares in one or several instalments, to convey own shares in
the company's possession and to grant option rights and special rights pursuant
to chapter 10, section 1 of the Finnish Companies Act so that the aggregate
maximum number of shares granted on the basis of the authorisation will be
6,700,000 shares.
The authorisation is proposed to be used for financing or implementing possible
business acquisitions or other arrangements or investments belonging to the
company's business, for implementing the company's incentive scheme or for
other purposes determined by the Board of Directors.
The authorisation is proposed to contain the Board of Directors' right to
resolve on all terms and conditions regarding a share issue and granting of
option rights and special rights pursuant to chapter 10, section 1 of the
Finnish Companies Act. Thus, the authorisation includes also the right for
direct issue of shares, option rights or special rights in deviation from the
shareholders' pre-emptive subscription right on the terms and conditions
prescribed by law and the right to resolve on a issue free of charge to the
company itself taking, how-ever, into account the provisions of the Finnish
Companies Act concerning the maximum number of own share in the possession of a
company.
The authorisation is valid for two years from the resolution of the General
Meeting of Shareholders.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Annual General meeting approved the following amendments to the Articles of
Association:
a) Removal of article 3 concerning the minimum and maximum share capital
b) Amendment of article 4 of the Articles of Association so that the article
will note the shares belong to the book-entry system. Removal of other parts of
the article.
c) Amendment of article 7 of the Articles of Association so that instead of the
right to sign for the company, the term “representation” of the new Finnish
Com-panies Act will be used.
d) Replacing the possibility to give procuration mentioned in article 8 under
section concerning representation.
e) Amendment of article 11 of the Articles of Association so that in the Annual
General Meeting of Shareholders the financial statements, containing the
consolidated financial statements, and the annual report will be presented and
that the Annual General Meeting of Shareholders shall resolve on the adoption
of the financial statements and the use of profit shown in the balance sheet.
f) Amendment of the article numbering of the Articles of Association so that
the numbering will be consecutive and the Articles of Association will not
contain empty articles in place of the removed provisions of the Articles of
Association.
AMENDMENT OF THE 2004 OPTION PROGRAMME
The Annual General Meeting approved the following amendments to the 2004 option
programme:
a) the subscription price of the shares will be recognised in the company's
invested free equity fund (not in share capital) (II.1.) and
b) the rights of shareholders will commence after the shares (not the share
capital) have been registered with the Trade Register (II.5).
ORGANISATION OF THE BOARD
The Board of Directors has today re-elected Georg J.C. Ehrnrooth as the
Chairman of the Board and Johan Horelli as the Vice Chairman of the Board.
Helsinki, March 30, 2007
eQ Corporation
The Board
For further information:
Antti Mäkinen tel. +358 9 6817 8686
CEO gsm. +358 50 561 1501
eQ Corporation e-mail antti.makinen@eQ.fi
Distribution:
Helsinki Stock Exchange
Main media
www.eQ.fi
Appendix 1: ARTICLES OF ASSOCIATION
ARTICLES OF ASSOCIATION OF eQ CORPORATION
1 § Business name and domicile of the company
The name of the company is eQ Oyj in Finnish, in Swedish eQ Abp, and in English
eQ Corporation. The domicile of the company is Helsinki.
2 § Business area of the company
The Company's business area is to own and administer shares, to de-elop the
operations of the companies belonging to the Group, and to carry on the
planning, implementation, sale, service and consultation of information
systems.
3 § Book-entry securities system
The Company's shares belong to book-entry system.
4 § Board of Directors
The company's Board of Directors comprises from four (4) to eight (8) members.
The terms of members of the Board expire at the end of the Annual General
Meeting that next follows the meeting at which they were elected.
The Board appoints a Chairman from among its members.
5 § Managing Director
The company has a Managing Director elected by the Board.
6 § Legal representation
The right to represent the Company is entitled to the Chairman of the Board and
the Managing Director each alone, or by two members of the Board jointly, or by
persons to whom the Board has granted representation rights.
The Board decides on the granting of proxies.
7 § Auditors
The company shall have a minimum of one (1) and a maximum of two (2) auditors
and, if the auditor is not a firm of auditors, a sufficient number of deputies.
The auditors' duties shall expire at the end of the Annual General Meeting that
next follows the election.
The auditor and the deputy auditor must be an auditor or firm of auditors
approved by the Central Chamber of Commerce.
8 § Invitation to a General Meeting
An invitation to a General Meeting must be delivered no earlier than two (2)
months and no later than seventeen (17) days prior to the meeting. The
invitation can be delivered by publishing it on the company's homepage on the
Internet or in a widely-read newspaper selected by the Board of Directors. In
order to be entitled to attend the General Meeting, the shareholder must report
to the company by the time specified in the Invitation to the Meeting, no
earlier than ten (10) days before the Meeting.
9 § Annual General Meeting
At the Annual General Meeting, which will be held before the end of June, the
following matters will be
presented
1. the financial statements comprising consolidated financial statements and
the report of the Board of Directors
2. the auditors' report;
decided
3. acceptance of the financial statements
4. the use of profit shown in the balance sheet;
5. the release from liability of the members of the Board of Directors and the
Managing Director;
6. the remuneration of the members of the Board and the auditors;
7. the number of Board members;
elected
8. the members of the Board;
9. the auditors and deputy auditors;
handled
10. other matters mentioned in the invitation to the Annual General Meeting.
10 § Accounting period
The company's accounting period is the calendar year.