Shareholders of Trainers' House Plc are invited to participate in the Annual
General Meeting (AGM) on 1 April 2008 at 2.00 PM in the company's head office at
Porkkalankatu 11, 00180 Helsinki.
In addition to the matters set out in the companies act and the articles of
association, the Annual General Meeting will address the following proposals by
the Board of Directors:
THE PROPOSAL OF THE BOARD OF DIRECTORS REGARDING THE AUTHORIZATIONS TO THE
BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUE INCLUDING THE CONVEYANCE OF OWN
SHARES, AND ISSUE OF SPECIAL RIGHTS
The Board of Directors proposes to the Annual General Meeting that it would
decide on the authorizations to the Board of Directors regarding share issue and
issue of special rights on the terms set forth below.
Based on the authorization the Board of Directors has a right to decide on a
share issue which may be either liable to charge or free of charge, including
issuing of new shares and the conveyance of own shares possibly in the company's
possession.
Based on the authorization the Board of Directors has a right to decide on an
issue of option rights and other special rights which entitle, against payment
to receive new shares or shares possibly in possession of the company.
Based on the aforesaid authorizations regarding share issue and/or issue of
special rights, either in one or in several occasions, a maximum of 13,000,000
new shares may be issued and/or own shares possessed by the company may be
conveyed, which corresponds to approximately 19,24 per cent of the issued and
outstanding shares of the company.
The authorizations shall remain in force until June 30, 2009.
The Board of Directors is otherwise authorized to decide on all the terms
regarding the share issue and the issue of special rights, including the right
to also decide on a directed share issue and a directed issue of special rights.
Shareholders' pre-emptive subscription rights can be deviated from providing
that there is a significant financial reason for the company to do so. The
authorization is, however, not to be used for incentive schemes for the
personnel.
THE PROPOSAL OF THE BOARD OF DIRECTORS REGARDING THE AUTHORIZATIONS TO THE
BOARD OF DIRECTORS TO DECIDE ON ACQUISITION OF OWN SHARES
The Board of Directors proposes to the Annual General Meeting that it would
decide on an authorization to the Board of Directors regarding acquisition of
the Company's own shares on the terms set forth below.
Based on the authorization the Board of Directors has a right to decide on
acquisition of own shares. The shares could be acquired for the value decided by
the Board of Directors which value is based on the fair value at the time of the
acquisition formed in the public trading. Own shares may be only acquired with
free equity.
Based on the authorization, either in one or in several occasions, a maximum of
6,500,000 own shares, which corresponds to approximately 9,62 per cent of the
issued and outstanding shares of the company, may be acquired.
The authorization shall remain in force until June 30, 2009.
The Board of Directors is otherwise authorized to decide on all the conditions
regarding the acquisition of own shares including the manner of acquisition of
shares. The authorization does not exclude the right of the Board of Directors
to also decide on a directed acquisition of own shares providing that there is a
significant financial reason for the company to do so.
DISTRIBUTION OF DIVIDEND
The Board of Directors proposes that a dividend of EUR 0.04 per share be paid
for the financial year ended on 31 December 2007. The dividend will be paid to
shareholders registered in the shareholders' register maintained by the Finnish
Central Securities Depository Ltd. on the record date for dividend payment on 4
April 2008. The Board of Directors proposes the dividend be paid on 11 April
2008.
DOCUMENTS
Copies of documents concerning the financial statements, as well as the Board of
Directors proposals and attachments are displayed to shareholders from 19 March
2008 at the company's head office, Porkkalankatu 11, 00180 Helsinki. Copies of
the documents will be sent to shareholders upon request.
RIGHT TO PARTICIPATE
A shareholder wishing to participate in the AGM must be registered as a
shareholder on March 20, 2008 at the shareholder register of the company,
maintained by the Finnish Central Securities Depository (APK).
REGISTRATION
A shareholder wishing to participate in the AGM must register his/her
participation at the company's head office latest on 28 March by 12.00 noon
either by writing to: Trainers' House Plc, Mia Luostarinen, Henry Fordin katu 6,
00150 Helsinki, by phone: +358 (0) 40 755 6146 or by e-mail:
mia.luostarinen@trainershouse.fi. The letter must have been received before the
registration period ends. Possible powers of attorney should be delivered in
conjunction with the registration.
PROPOSAL CONCERNING THE MEMBERS OF THE BOARD OF DIRECTORS AND THE AUDITOR
Shareholders of Satama Interactive Plc with over 40 % share of the vote have
proposed that the number of Board of Directors members will be ratified at 6 and
that Aarne Aktan, Timo Everi, Tarja Jussila, Kai Seikku, Petteri Terho and Matti
Vikkula will be selected as members of the Board of Directors.
The proposed remuneration of the Chairman is EUR 4.000 per month and for the
members of the Board EUR 2.000 per month.
Furthermore, it is proposed that the authorized public accountants Ernst & Young
will be chosen as the company's auditors.
Helsinki, February 26, 2008
THE BOARD OF DIRECTORS
For more information, please contact:
Jari Sarasvuo, CEO, tel. +358 (0)500 665 666
Mirkka Vikström, CFO, tel. +358
(0)50 376 1115
DISTRIBUTION:
OMX Nordic Exchange Helsinki
Prominent media sources
www.trainershouse.fi - Investors