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, 12 March 2008 at 16 p.m. in the auditorium at Bank Restaurant, Unioninkatu 22, Helsinki. Registration for the meeting begins at the venue at 15 p.m. The following matters are on the Agenda: 1) Matters belonging to the Annual General Meeting pursuant to the Articles of Association and Chapter 5 of the Companies Act. 2) Authorisation of the Board of Directors to acquire the Company's own shares The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on acquiring a maximum of 5,790,000 of the Company's own shares (“Share Acquisition Authorization”). Own shares can be acquired with unrestricted shareholders' equity otherwise than in proportion to the holdings of the shareholders through public trading of the securities on OMX Nordic Exchange Helsinki Oy 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 14 March 2007 and will be valid for one year from the decision of the Annual General Meeting. 3) 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. 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 14 March 2007 and will be valid for two years from the decision of the Annual General Meeting. 4) Dividend payment The Board of Directors proposes that a dividend of EUR 0.07 per share be paid for the financial period ended on 31 December 2007. The dividend shall be paid to the shareholder, who on the date of the dividend payment 17.3.2008 is registered on the shareholder register of the Company maintained by the Finnish Central Securities Depository Ltd. The Board of Directors proposes that the dividend be paid on 26.3.2008. 5) 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's fees are paid according to the auditor's invoice. 6) Board of directors Shareholders representing more than 1/3 of the Company's shares and voting rights have informed that they will propose to the Annual General Meeting that seven (7) Board members are elected and the current members Lauri Ratia, Johan Hammarén, Carl-Johan Numelin, Christer Sumelius and Timo Toivila are re-elected for a new period of office and Harri Koponen and Hannu Turunen are elected as new Board members. Documents available Financial statements and the proposals of the Board of Directors will be available for inspection by the shareholders as from Wednesday, 5 March 2008 at the Company's Head Office at Finnoonniitynkuja 4, 02270 Espoo and on Tecnomen's website (www.tecnomen.com/yhtiokokous). 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, 29 February 2008 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 29 February 2008 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, 5 March 2008. Shareholders can register either: - via Tecnomen's website at www.tecnomen.com/yhtiokokous - 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 in the newspapers Helsingin Sanomat and Hufvudstadsbladet on 14 February 2008. Espoo, 13 February 2008 TECNOMEN CORPORATION Board of Directors FURTHER INFORMATION Jarmo Niemi, President and CEO, tel. +358 9 804 781 Tuomas Wegelius, Director of Financial Affairs, tel. +358 9 8047 8650 DISTRIBUTION OMX Nordic Exchange Helsinki Oy Main Media www.tecnomen.com
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