Kyro Corporation Stock Exchange Release 15 March 2007 7.35 P.M.
The Annual General Meeting of Kyro Corporation held on 13 March 2007
decided on the matters pertaining to the Annual General Meeting under
Article 14 of the Articles of Association. The Annual General Meeting
approved the financial statements for 2006 and released the Board of
Directors and the President & CEO from liability for the financial
year.
The Annual General Meeting decided to amend Article 1 relating to the
company's business name, so that the company's business name becomes
Glaston Oyj Abp (in English, Glaston Corporation). The new business
name will be taken into use on 1 June 2007.
In addition, it was decided to amend the Articles of Association in
accordance with the new Companies Act, with Article 3 relating to the
minimum and maximum share capital and nominal value of shares being
deleted. Article 4 relating to the book-entry system was amended, so
that those items other than the mention of the company's shares
belonging to the book entry system were deleted. Article 7 of the
Articles of Association was amended, so that signing of the business
name was changed to right of representation. Adjustments required by
the new Companies Act were made to Article 12 relating to the
invitation to attend a meeting of shareholders and Article 14
relating to the business of the Annual General Meeting.
In addition, the Annual General Meeting authorised the Board of
Directors to acquire the company's own shares up to a maximum of
7,605,096 shares.
Own shares can be acquired, otherwise than in proportion to shares
owned by shareholders, using the company's non-restricted
shareholders' equity at the market price of the shares at the time of
acquisition in public trading on the Helsinki Stock Exchange.
The shares can be acquired to develop the company's capital
structure, in financing or implementing possible company acquisitions
or other arrangements, as part of the company's or its subsidiaries
incentive schemes or to be retained by the company or otherwise
transferred or invalidated.
The Annual General Meeting also decided to authorise the Board of
Directors to decide on the issuing of new shares and own shares
and/or the transfer of own shares in the company's possession either
against payment or without payment.
By virtue of the authorisation, the Board of Directors shall be
entitled to decide on the issuing of a maximum of 7,935,000 new
shares and/or the transfer of a maximum of 7,935,000 own shares
possessed by the company, yet so that the total number of shares
issued and/or transferred can be a maximum of 7,935,000 shares.
The own shares possessed by the company can be transferred to the
company's shareholders in the proportion to the company shares they
already own or as an exception to shareholders' pre-emptive
subscription rights, if the company has a substantial financial
reason for doing so, such as the use of the shares to develop the
company's capital structure or in financing or implementing possible
company acquisitions or other arrangements or as part of the
company's or its subsidiaries' incentive schemes.
Shares can be issued or transferred in exception to shareholders'
pre-emptive subscription rights without payment only if the company
has a substantial financial reason for doing so and the interests of
all the company's shareholders are taken into account.
The Board of Directors may also decide on a free share issue to the
company itself.
The number of shares that can be issued to the company is, together
with the number of own shares acquired under the authorisation to
acquire new shares, a maximum of 7,935,000 shares.
The amount payable for the shares shall be entered in the invested
non-restricted shareholders' equity fund.
The authorisation is valid until the end of the 2009 Annual General
Meeting.
The Board of Directors elected Andreas Tallberg as Chairman of the
Board of Directors and Christer Sumelius as Deputy Chairman. Chairman
Carl-Johan Numelin and members Lars Hammarén and Heikki Mairinoja,
whose terms of office have expired, are no longer available to the
company. As of the end of the meeting, the members of Board of
Directors for a period of one year are Claus von Bonsdorff, Klaus
Cawén, Jan Hasselblatt, Carl-Johan Rosenbröijer and Christer
Sumelius.
Helsinki, 13 March 2007
Emmi Watkins
IR and Communications Manager
Further information and investor relations:
Kyro Corporation, IR and Communications Manager Emmi Watkins tel:
+358 400 903 260
Distribution:
Helsinki Exchanges, key media
