AFFECTO PLC STOCK EXCHANGE RELEASE 12 FEBRUARY 2009 at 10:30
INVITATION TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF AFFECTO PLC
The shareholders of Affecto Plc are hereby summoned to the Annual General
Meeting ("Meeting") to be held on Friday 3 April 2009 at 9.00 a.m. at
Finlandia Hall, Elissa-room, Mannerheimintie 13, 00100 Helsinki, Finland.
The following matters will be on the agenda of the Meeting:
1. Matters that pursuant to the Companies Act and Section 10 of the Articles
of Association are to be considered by the Company
- The financial statement, consolidated financial statements, annual report
and auditor's report will be presented.
- The financial statement and consolidated financial statements will be
confirmed.
- The Dividend Distribution.
- The discharging from liability in respect of the directors and the CEO will
be decided upon.
- The fees for the directors and the auditor will be decided upon.
- The number of the directors in the Board of Directors will be decided upon
and the directors and the auditor will be chosen.
2. Proposal by the Board of Directors to authorise the Board of Directors to
decide upon the issuing of shares
The Board of Directors proposes that the Meeting authorise the Board of
Directors to decide upon the issuing of new shares and upon the conveying of
the company's own shares held by the company in one or more tranches. The
share issue may be carried out as a share issue against payment or without
consideration on terms to be determined by the Board of Directors and in
relation to a share issue against payment at a price to be determined by the
Board of Directors.
The authorisation includes also the right to issue option rights and special
rights, in the meaning of Chapter 10 Section 1 of the Companies Act, which
entitle to the company's new shares or the company's own shares held by the
company against consideration.
A maximum of 4,200,000 new shares may be issued. A maximum of 2,100,000 own
shares held by the company may be conveyed.
The Board of Directors proposes that the authorisation comprises the right to
deviate from the shareholders' pre-emptive subscription right provided that
the company has a weighty financial reason for the deviation in a share issue
against payment and provided that the company, taking into account the
interest of all its shareholders, has a particularly weighty financial reason
for the deviation in a share issue without consideration. Within the above
mentioned limits the authorisation may be used e.g. in order to strengthen
the company's capital structure, to broaden the company's ownership, to be
used in corporate acquisitions or when the company acquires assets relating
to its business and as part of the company's incentive programmes. It is
proposed that shares may also be subscribed for or own shares may be conveyed
against contribution in kind or by means of set-off.
In addition, The Board of Directors proposes that the authorisation includes
the right to decide upon a share issue without consideration to the company
itself so that the amount of own shares held by the company after the share
issue is at most one-tenth (1/10) of all shares in the company. Pursuant to
Chapter 15 Section 11 Subsection 1 of the Companies Act all own shares held
by the company or its subsidiaries are included in this amount. The
authorisation shall be in force until the next Annual General Meeting.
3. Proposal by the Board of Directors to authorise the Board of Directors to
decide upon the acquiring of the company's own shares
The Board of Directors proposes that the Meeting authorise the Board of
Directors to decide upon the acquiring of the company's own shares with
distributable funds in one or more tranches on the terms set forth below. The
acquisition of shares reduces the company's distributable non-restricted
shareholders' equity.
The company's own shares may be acquired in order to strengthen the company's
capital structure, to be used as payment in corporate acquisitions or when
the company acquires assets related to its business and as part of the
company's incentive programmes in a manner and to the extent decided by the
Board of Directors and to be transferred for other purposes or to be
cancelled. A maximum of 2,100,000 shares may be acquired. The company's own
shares may be acquired in accordance with the decision of the Board of
Directors either through a public trading or by a public offer at their
market price at the time of purchase. The Board of Directors shall decide
upon all other matters regarding the acquisition of own shares. The
authorisation shall be in force until the next Annual General Meeting.
Proposal by the Board of Directors for distribution of dividends
The Board of Directors proposes to the Meeting that a dividend of EUR 0.14
per share is distributed from year 2008. The Board of Directors proposes that
the dividend is paid on 21 April 2009. The dividend is payable to
shareholders entered into the Shareholder Register maintained by Euroclear
Finland Ltd on the record date 8 April 2009 set by the Board of Directors.
Composition and fees of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes
to the Meeting that the number of members of the Board of Directors is five
and that the following members of the Board of Directors are elected for the
next term, which extends until the closing of the following Annual General
Meeting: Mr. Aaro Cantell, Mr. Pyry Lautsuo, Mr. Heikki Lehmusto, Mr. Esko
Rytkönen and Mr. Haakon Skaarer. Shareholders representing 28 % of the voting
rights have announced their support for the proposition of the Committee. All
candidates have given their consent to the election.
The Committee proposes that the monthly fees of the members of the Board of
Directors remain unchanged: EUR 1,600 for the members and EUR 2,900 for the
Chairman of the Board of Directors.
Election of Accountants
The Audit Committee of the Board of Directors proposes to the Meeting that
the Authorised Public Accountants KPMG Oy Ab is elected as the auditor of the
company, Mr. Reino Tikkanen, APA, as the auditor in charge.
Annual accounts and proposals by the Board of Directors
The notice concerning the company's annual accounts 2008 and copies of the
proposals of the Board of Directors concerning items 2-3 above including
appendices and other documents to be dealt with at the Meeting will be
available on the company website www.affecto.com as of Monday, 23 March 2009.
In addition, the documents relating to the financial statements and the
proposals of the Board of Directors are available for examination by the
shareholders as of Monday 23 March 2009 at the address given below, and they
will also be available at the Meeting. Copies of the documents will be sent
to the shareholders upon request.
Right to attend and vote at the Meeting
In order to attend and have the right to vote at the Meeting, a shareholder
(a) shall be entered in the Shareholder Register of the company maintained by
Euroclear Finland Ltd on Tuesday 24 March 2009, and
(b) shall give notice to attend the Meeting by Friday 27 March 2009 at
4.00 p.m. Finnish time.
Registration in the Shareholder Register
The shareholder in whose name the shares are registered is automatically
registered in the Shareholder Register of the company. Shareholders holding
nominee-registered shares who wish to attend the Meeting may temporarily be
registered in the Shareholder Register. Such registration shall be made on
Tuesday 24 March 2009 at the latest. For temporary registration shareholders
shall contact their account operator.
Notice to attend
A shareholder wishing to attend the Meeting shall give notice to attend the
Meeting to the company either
(a) by e-mail: arja.hyrske@affecto.com,
(b) by telephone +358 205 777 757 (Ms. Arja Hyrske) Monday through Friday
between 9.00 a.m. and 4.00 p.m. Finnish time,
(c) by mail to Affecto Plc, Ms. Arja Hyrske, Atomitie 2, 00370 Helsinki,
Finland.
The notice shall be at the company's disposal no later than on Friday 27
March 2009 at 4.00 p.m. Finnish time.
Delivery of proxies
Proxies for using a shareholder's voting rights at the Meeting shall be
submitted to the company no later than at 4.00 p.m. Finnish time on Friday,
27 March 2009.
We wish our shareholders welcome to the Meeting.
Helsinki, 12 February 2009
Affecto Plc
The Board of Directors
www.affecto.com
Additional information provided by:
CEO Pekka Eloholma, tel. +358 205 777 737
CFO Satu Kankare, tel. +358 205 777 202
Director of M&A and IR Hannu Nyman, tel. +358 205 777 761
APPENDICES:
Appendix 1: Proposal by the Board of Directors to authorise the
Board of Directors to decide upon the issuing of shares
Appendix 2: Proposal by the Board of Directors to authorise the Board of
Directors to decide upon the acquiring of the company's own
shares
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Appendix 1: Proposal by the Board of Directors to authorise the Board of
Directors to decide upon the issuing of shares
PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO
DECIDE UPON THE ISSUING OF SHARES
The Board of Directors proposes that the Meeting authorise the Board of
Directors to decide upon the issuing of new shares and upon the conveying of
the company's own shares held by the company in one or more tranches. The
share issue can be carried out as a share issue against payment or without
consideration on terms to be determined by the Board of Directors and in
relation to a share issue against payment at a price to be determined by the
Board of Directors.
The Board of Directors proposes that the authorisation includes also the
right to issue option rights and special rights, in the meaning of Chapter 10
Section 1 of the Companies Act, which entitle to the company's new shares or
the company's own shares held by the company against consideration.
A maximum of 4,200,000 new shares can be issued. A maximum of 2,100,000 own
shares held by the company can be conveyed.
The Board of Directors proposes that the authorisation comprises a right to
deviate from the shareholders' pre-emptive subscription right provided that
in a share issue against payment the company has an important financial
reason for the deviation and provided that in a share issue without
consideration the company, taking into account the interest of all its
shareholders, has a particularly important financial reason for the
deviation. The authorisation can within the above mentioned limits be used
e.g. in order to strengthen the company's capital structure, to broaden the
company's ownership, to be used as payment in corporate acquisitions or when
the company acquires assets relating to its business and as part of the
company's incentive programmes. The shares may also be conveyed in a public
trading. Shares may also be subscribed for or own shares may be conveyed
against contribution in kind or by means of set-off.
In addition, the Board of Directors proposes that the authorisation includes
the right to decide upon a share issue without consideration to the company
itself so that the amount of own shares held by the company after the share
issue is at most one tenth (1/10) of all shares in the company. Pursuant to
Chapter 15 Section 11 Subsection 1 of the Companies Act all own shares held
by the company and its subsidiaries are included in this amount.
The authorisation shall be in force until the next Annual General Meeting.
The decision by the Meeting shall be supported by shareholders with at least
two-thirds of the votes cast and the shares represented at the Meeting.
Affecto Plc
The Board of Directors
Appendix 2: Proposal by the Board of Directors to authorise the Board of
Directors to decide upon the acquiring of the company's own
shares
PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO
DECIDE UPON THE ACQUIRING OF THE COMPANY'S OWN SHARES
The Board of Directors proposes that the Meeting authorise the Board of
Directors to decide upon the acquiring of the company's own shares with
distributable funds on the terms given below. The share acquisition reduces
the company's non-restricted distributable shareholders' equity.
The company's own shares can be acquired in order to strengthen the company's
capital structure, to be used as payment in corporate acquisitions or when
the company acquires assets related to its business and as part of the
company's incentive programmes in a manner and to the extent decided by the
Board of Directors and to be transferred for other purposes or to be
cancelled.
An aggregate of 2,100,000 shares may be acquired.
Shares will be acquired in accordance with the decision of the Board of
Directors either through a public trading or by a public offer at their
market price at the time of purchase. As the acquisition takes place in
public, neither the order of acquisition nor the effect of the acquisition on
the distribution of ownership and voting rights in the company nor the
distribution of ownership and votes among persons belonging to the inner
circle of the company is known in advance. The Board of Directors shall
decide upon all other matters regarding the acquisition of own shares.
The authorisation shall be in force until the next Annual General Meeting.
The decision by the Meeting shall be supported by shareholders with at least
two-thirds of the votes cast and the shares represented at the Meeting.
Affecto Plc
The Board of Directors
