Helsinki, Finland, 2011-02-02 11:30 CET (GLOBE NEWSWIRE) --
TECTIA CORPORATION NOTICE TO CONVENE ANNUAL GENERAL MEETING
February 2nd 2011 at 12:30 p.m.
The Board of Directors of TECTIA calls the Annual General Meeting on March 3rd 2011
The Annual General Meeting of Tectia Corporation shall be held on Thursday March 3rd 2011 from 10.00 a.m. at the address Teollisuuskatu 21, Helsinki. The reception of those who have given a notice to attend the Meeting shall begin at 9.00 a.m.
A. THE MATTERS TO BE DISCUSSED AT THE ANNUAL GENERAL MEETING
The following matters shall be discussed at the Meeting:
1. OPENING OF THE MEETING
2. ELECTING THE CHAIRMAN AND SECRETARY OF THE MEETING
3. ELECTING A PERSON TO SCRUTINIZE THE MINUTES AND A PERSON TO COUNT THE VOTES
4. LEGALITY AND QUORUM OF THE MEETING
5. ADOPTING THE AGENDA
6. CEO’S REVIEW AND A REVIEW BY THE CHAIRMAN OF THE BOARD OF DIRECTORS REGARDING THE ACTIONS OF THE BOARD OF DIRECTORS DURING THE ACCOUNTING PERIOD 2010
7. PRESENTING THE FINANCIAL STATEMENT, THE REPORT BY THE BOARD OF DIRECTORS AND THE CONSOLIDATED FINANCIAL STATEMENT FROM THE ACCOUNTING PERIOD OF 2010, AS WELL AS THE AUDITOR’S REPORT
8. DECIDING UPON THE ADOPTION OF THE FINANCIAL STATEMENT AND CONSOLIDATED FINANCIAL STATEMENT AS WELL AS THE TREATMENT OF LOSS OF THE ACCOUNTING PERIOD
The Board of Directors proposes to the Annual General Meeting that the loss shown by the parent company’s financial statement is registered into the profit and loss account.
9. DECIDING UPON THE DISCHARGE FROM LIABILITY TO THE BOARD MEMBERS AND CEO
10. DECIDING UPON THE NUMBER OF THE BOARD MEMBERS
Tatu Ylönen and Assetman Oy, who own in total more than 50 % of the company’s voting rights, have announced to the company that they will propose at the Annual General Meeting that the number of the Board members would be five (5).
11. DECIDING UPON THE FEES OF THE BOARD MEMBERS
Tatu Ylönen and Assetman Oy, who own in total more than 50 % of the company's voting rights, have announced to the company that they will propose at the Annual General Meeting that every Board member outside the company would receive an annual fee of 24,000 euro, and the chairman of the Board would receive an annual fee of 48,000 euro for the term in office ending in the Annual General Meeting in 2012. Additionally, the named shareholders will propose at the Annual General Meeting that the chairs of the Audit Committee and the Nomination and Remuneration Committee would receive a fee of 500 euro per committee meeting, and the committee members would receive a fee of 300 euro per meeting.
12. ELECTING THE BOARD MEMBERS
Tatu Ylönen and Assetman Oy, who own in total more than 50 % of the company’s voting rights, have announced to the company that they will propose at the Annual General Meeting that Juhani Harvela, Pyry Lautsuo, Juho Lipsanen, Tiia Tuovinen and Tatu Ylönen would be re-elected to the Board of Directors.
13. DECIDING UPON THE AUDITOR’S FEE
The Board of Directors proposes upon the recommendation of the audit committee that auditors shall be paid in accordance to their invoice.
14. ELECTING THE AUDITOR AND A POSSIBLE DEPUTY AUDITOR
The Board of Directors proposes upon the recommendation of the Audit Committee that the authorized public accountants KPMG Oy Ab are re-elected as the auditor with Kirsi Jantunen, APA, as the principle auditor.
15. DECIDING UPON THE AUTHORIZING OF THE BOARD OF DIRECTORS TO DECIDE UPON THE ISSUING OF SHARES AGAINST PAYMENT AND UPON THE ISSUING OF STOCK OPTIONS AND OTHER SPECIAL RIGHTS WHICH ENTITLE TO SHARES IN ACCORDANCE WITH THE BOARD’S PROPOSAL
The Board of Directors proposes to the Annual General Meeting of March 3rd 2011 that previous authorizations concerning share issues are reversed, and a new authorization is given to the Board of Directors to decide upon share issues and issuing of stock options and other special rights, referred to in Chapter 10 Section 1 of the Finnish Companies Act, on the following terms: The authorization entitles the Board of Directors to decide upon the issuing of a maximum of 5,500,000 shares as a share issue against payment or by giving stock options or other special rights entitling to shares, as defined in Chapter 10 Section 1 of the Finnish Companies Act, either according to the shareholders’ pre-emptive right to share subscription or deviating from this right, in one or more tranches. Based on the authorization, the company can either issue new shares or transfer its own shares which the company possibly has in its possession. Based on the authorization, the Board of Directors shall have the same rights as the Annual General Meeting to decide upon the issuing of shares against payment and special rights (including stock options) in accordance with Chapter 10 Section 1 of the Finnish Companies Act.
Thereby, the authorization to be given to the Board of Directors includes, inter alia, the right to deviate from the shareholders’ pre-emptive rights with directed issues, provided that the company has a weighty financial reason for the deviation in respect of the share issue against payment. Considering the restrictions mentioned above, the authorization can be used, inter alia, for the development of the shareholder basis, strengthening of the company’s capital structure, financing of corporate acquisitions and/or arrangements, executing of co-operation arrangements or commitment and incentive programs of the personnel.
Furthermore, the authorization includes the Board of Director’s right to decide upon the people who are entitled to the shares and/or stock options or special rights, as defined in Chapter 10 Section 1 of the Finnish Companies Act, as well as upon the related compensations, subscription and payment periods and upon the registering of the subscription price into the share capital or invested non-restricted equity fund within the limits of the Finnish Companies Act.
The authorization will be valid until the next Annual General Meeting, but will however expire at the latest on June 30th 2012.
16. DECIDING UPON THE AUTHORIZING OF THE BOARD OF DIRECTORS TO DECIDE UPON THE ACQUIRING OF OWN SHARES AND UPON THE DISTRESS OF OWN SHARES
Authorization to acquire own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide upon the acquiring of the company’s own shares in one or more tranches. Based on this authorization, it would be possible to acquire at the most 2,000,000 own shares of the company with assets belonging to the company’s non-restricted equity. This amount corresponds approximately to 6.55 per cent of all shares of the company. The compensation to be paid for the acquired shares shall be determined based on the acquisition date’s trading rate of the company’s share in the public trading arranged by NASDAQ OMX Helsinki. The shares shall be acquired at the market price of the time of purchase which is determined in the public trading arranged by NASDAQ OMX Helsinki. The shares are not acquired in proportion to the holdings of the shareholders as they are purchased in a public trading. The shares shall be acquired in accordance with the rules of NASDAQ OMX Helsinki concerning the acquiring of the company’s own shares and in accordance with other general provisions concerning the acquiring of a company’s own shares. The Board of Directors proposes that the authorization for the acquiring of the company’s own shares would be used, inter alia, to strengthen the company's capital structure, to finance and realize corporate acquisitions and other arrangements, to realize the share-based incentive programs of the company, or otherwise to be kept by the company, to be transferred for other purposes or to be cancelled. Any acquisition of the company’s own shares will reduce the company’s distributable non-restricted equity.
Authorization concerning the distress of own shares
The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to decide upon the distress of own shares, in one or more tranches, concerning a maximum of 1,500,000 own shares of the company. The amount corresponds approximately to 4.91 per cent of all shares of the company. The authorization could be used, inter alia, to strengthen the company's capital structure, to finance and realize corporate acquisitions and other arrangements, as well as to realize the share-based incentive programs of the company.
Other terms related to the authorizations
Decisions concerning the acquiring or distressing of the company’s own shares cannot be made so that the combined amount of the shares in the possession of or distressed by the company or its subsidiaries would exceed one-tenth of all shares. The Board of Directors shall decide upon all other matters related to the acquisition and distress of shares. The authorization concerning the acquiring or distressing of the company’s own shares shall be valid at most for eighteen (18) months from the decision of the Annual General Meeting.
17. CLOSING THE MEETING
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The financial statements, Board’s proposals to the Annual General Meeting with their appendices, and other documents to be displayed for public inspection in accordance with the Finnish Companies Act are available to the shareholders on the company’s website at www.tectia.com and in the headquarters at the address Kumpulantie 3, 00520 Helsinki. The annual report will be available on the company’s website starting from the week 8.
C. INSTRUCTIONS FOR THE PARTICIPANTS OF THE MEETING
1. Right to attend the Meeting and notice to attend
A shareholder who is no later than on Monday February 21st 2011 registered as a shareholder in the shareholders’ register held by Euroclear Finland Ltd has the right to attend the Meeting. A shareholder whose shares have been registered into his/her personal Finnish book-entry account has been registered in the company’s shareholders’ register.
A shareholder who wishes to attend the Annual General Meeting is requested to give a notice to attend the Meeting no later than on Monday February 28th 2011 at 4.00 p.m. A shareholder shall give the notice to attend the Meeting either by mail to Tectia Corporation, Erja Salo, Kumpulantie 3, 00520 Helsinki or by fax to number +358 20 500 7001 or by e-mail to erja.salo@tectia.com. The name and contact information of the shareholder as well as the name of a potential representative or assistant are requested to be submitted concurrently with the notice to attend.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
2. Proxy representatives and powers of attorney
A shareholder may exercise his/her rights by way of proxy representation at the Annual General Meeting. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. If a shareholder participates in the Annual General Meeting by means of several proxy representatives, who represent the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the notice to attend the Meeting.
Possible proxy documents are requested to be delivered to the address mentioned in section C. 1 before the period for giving a notice to attend the Meeting terminates.
3. Holders of nominee-registered shares
A holder of nominee-registered shares is advised to request without delay his/her custodian bank to deliver all necessary instructions for the registration in the shareholders’ register of the company, the issuing of proxy documents and notice to attend the Annual General Meeting. The account management organization of the custodian bank will register the holder of nominee-registered shares, who wants to participate in the Annual General Meeting, temporarily into the company’s shareholders’ register by February 28th 2011 at 10.00 a.m.
4. Other information
The invitation to the Annual General Meeting will be published in the newspaper Helsingin Sanomat on Sunday February 6th 2011. The invitation shall also be available on the website of Tectia Corporation at www.tectia.com from February 6th 2011.
On the date of the invitation, the total number of the company’s shares and voting rights is 30,548,208. All shares of the company belong to the same type.
Helsinki, February 1, 2011
Tectia Corporation
Board of Directors
For additional information, please contact:
Jari Mielonen, CEO, tel. +358 20 500 7000
Mikko Karvonen, CFO, tel. +358 20 500 7000
Distribution:
NASDAQ OMX Helsinki Ltd.
Main Media
www.tectia.com