Tecnomen Corporation STOCK EXCHANGE RELESE 14 February 2007, 1.00 p.m. INVITATION TO THE ANNUAL GENERAL MEETING OF TECNOMEN CORPORATION The shareholders of Tecnomen Corporation are invited to the Annual General Meeting which is to be held on Wednesday, 14 March 2007 at 4 p.m., in Adams-Sali, Erottajankatu 15-17, Helsinki. Registration for the meeting begins at 3 p.m. The following matters are on the Agenda: 1) Amending the Articles of Association The Board of Directors proposes to the Annual General Meeting that the Articles of Association are amended as follows: a) Article 3 regarding the minimum and maximum share capital and the nomination value shall be deleted. b) Provisions regarding the record date determination in Article 4 shall be deleted. c) Article 5, section 2 shall be amended so that the Board members' term of office expires at the end of the Annual General Meeting that follows the meeting at which they are elected. d) Article 5, section 3 regarding the age limit for the election of Board members shall be deleted. e) The first sentence in Article 5, section 4 shall be amended so that the Board of Directors will appoint a Chairman and a Vice Chairman from its midst until the end of the following Annual General Meeting. f) Article 7 shall be amended so that instead of signing for the company the term "representing the company" shall be used in accordance with the new Finnish Companies Act. g) Article 12 shall be amended so that the invitation to the Annual General Meeting shall be published no later than seventeen (17) days prior to the meeting. h) Article 14, section 1, item 1 shall be amended so that at the Annual General Meeting the annual accounts, which include the consolidated annual accounts, and the Board of Director's report shall be presented; and items 3 and 4 so that at the Annual General Meeting the confirmation of the annual accounts and the use of the profit shown in the balance sheet shall be decided on. 2) Matters belonging to the Annual General Meeting pursuant to the Articles of Association and Chapter 5 of the Companies Act 3) Distribution of funds from the unrestricted equity fund The Board of Directors proposes to the Annual General Meeting that EUR 0.10 per share is distributed from the unrestricted equity fund to the Company's shareholders in proportion to their current shareholdings. Funds shall be paid to a shareholder who is registered in the register of shareholders maintained by the Finnish Central Securities Depository Ltd on the record date 19 March 2007. The Board of Directors proposes to the Annual General Meeting that the funds be paid on 26 March 2007. In connection with the above distribution of funds, the Board of Directors proposes that the subscription price of the shares to be subscribed by virtue of the option rights based on the 2002 and 2006 Option Schemes shall be reduced by EUR 0.10 per each option right as of the record date of the fund distribution. 4) Authorisation of the Board of Directors to acquire the Company's own shares The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on acquiring a maximum of 5,800,000 of the Company's own shares ("Share Acquisition Authorisation"). Own shares shall be acquired with unrestricted shareholders' equity otherwise than in proportion to the holdings of the shareholders through public trading of the securities on the Helsinki Stock Exchange at the market price of the shares in public trading at the time of the acquisition. Own shares can be acquired for the purpose of developing the capital structure of the Company, carrying out corporate acquisitions or other business arrangements to develop the business of the Company, financing capital expenditure, to be used as part of the Company's incentive schemes, or to be otherwise retained in the possession of the Company, disposed of or nullified in the extent and manner decided by the Board of Directors. The Board of Directors will decide on other terms of the share acquisition. This Share Acquisition Authorisation shall replace the authorisation given by the Annual General Meeting on 15 March 2006 and will be valid for one year from the decision of the Annual General Meeting. 5) Authorisation of the Board of Directors to issue shares and to grant special rights entitling to shares The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide to issue and/or convey a maximum of 17,800,000 new shares and/or the Company's own shares either against payment or for free ("Share Issue Authorisation"). New shares may be issued and the Company's own shares may be conveyed to the Company's shareholders in proportion to their current shareholdings in the Company or waiving the shareholder's pre-emption right, through a directed share issue if the Company has a weighty financial reason to do so, such as the development of the capital structure of the Company, carrying out corporate acquisitions or other business arrangements to develop the business of the Company, financing capital expenditure or using the shares as part of the Company's incentive schemes in the extent and manner decided by the Board of Directors. The Board of Directors may also decide on a Free Share Issue to the Company itself. The number of shares to be issued to the Company together with the shares repurchased to the Company on the basis of the repurchase authorisation shall be a maximum of one tenth (1/10) of all the Company's shares. The Board of Directors is authorized to grant the special rights referred to in Chapter 10, Section 1 of the Companies Act, which carry the right to receive, against payment, new shares of the Company or the Company's own shares held by the Company in such a manner that the subscription price of the shares is paid in cash or by using the subscriber's receivable to set off the subscription price. The subscription price of the new shares and the consideration payable for the Company's own shares may be recorded partially or fully in the invested non- restricted equity fund or in the share capital in the extent and manner decided by the Board of Directors. The Board of Directors shall decide on other terms and conditions related to the share issues and granting of the special rights. These proposed authorisations shall replace the authorisations given by the Annual General Meeting on 15 March 2006 and will be valid for two years from the decision of the Annual General Meeting. 6) Subscription price relating to the Stock Option Schemes The Board of Directors proposes that the subscription prices of the shares based on the Option Schemes confirmed by the Annual General Meetings on 11 April 2002 and on 15 March 2006 may be recorded partially or fully in the invested non- restricted equity fund or in the share capital. 7) Dividend proposal The Board of Directors proposes that no dividend be paid for the financial period ended on 31 December 2006 and that the parent company's loss be transferred to the retained earnings. 8) Auditor In accordance with the proposal of the Company's Compensation Committee, the Board of Directors proposes that KPMG Oy Ab, Authorised Public Accountants, continues as the Company's auditor and that the principal auditor appointed by them is Sixten Nyman, Authorised Public Accountant. In accordance with the proposal of the Company's Compensation Committee, the Board of Directors proposes that auditor fees are paid according to the auditor's invoice. Documents available Financial statements and the proposals of the Board of Directors will be available for inspection by the shareholders as from Wednesday, 7 March 2007 at the Company's Head Office at Finnoonniitynkuja 4, 02270 Espoo. Copies of the documents will be sent to shareholders upon request (info@tecnomen.com, tel. +358 9 8047 8767). Right to attend The right to attend the Annual General Meeting is vested in shareholders who are registered on Friday, 2 March 2007 in the register of shareholders maintained by the Finnish Central Securities Depository Ltd and have notified the Company of their participation as below. Nominee-registered shareholders must be entered in the Shareholder Register of the Company ten (10) days before the Annual General Meeting in order to participate in the Annual General Meeting. Nominee-registered shareholders should contact their asset manager before 2 March 2007 for temporary registration. Notification of participation Shareholders wishing to attend the Annual General Meeting and exercise their voting rights shall notify the Company by 3 p.m. on Wednesday, 7 March 2007. Shareholders can register either: - by e-mail to info@tecnomen.com. - by telephone, +358 9 8047 8767, 10 a.m. - 3 p.m. on weekdays - by a letter to Tecnomen Corporation, Annual General Meeting, P.O. Box 93, FIN- 02271 Espoo, Finland - by telefax, +358 9 8047 8212 Notification must reach the Company before the end of the notification period. Shareholders wishing to be represented by proxy should submit the proxy by mail to the above address before the above deadline. The Invitation to the Annual General Meeting will be published on 22 February 2007 in the newspapers Helsingin Sanomat and Hufvudstadsbladet. Espoo, 13 February 2007 TECNOMEN CORPORATION Board of Directors FURTHER INFORMATION Jarmo Niemi, President and CEO, tel. +358 9 804 781 Kristiina Hoppu, Director, Legal Affairs & Human Resources, Tecnomen Corporation, tel. +358 9 8047 8310 DISTRIBUTION Helsinki Exchanges Main media
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