INVITATION TO THE ANNUAL GENERAL MEETING OF TECNOMEN CORPORATION
Tecnomen Corporation STOCK ECHANGE RELEASE
27 February 2009 at 13.00 pm
INVITATION TO THE ANNUAL GENERAL MEETING OF TECNOMEN CORPORATION
Notice is given to the shareholders of Tecnomen Corporation that the Annual
General Meeting will be held on Thursday 19 March 2009 at 4 p.m. at Palace
Gourmet, Conference Hall, Eteläranta 10, 10th floor, Helsinki. The reception of
persons who have registered for the Meeting will commence at 3 p.m.
A. Matters on the Agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
1. Opening of the Meeting
2. Calling the Meeting to Order
3. Election of Persons to Confirm the Minutes and to Supervise the Counting of
Votes
4. Recording the Legality of the Meeting
5. Recording the Attendance at the Meeting and Adoption of the List of Votes
6. Presentation of the Annual Accounts 2008, the Report of the Board of
Directors and the Auditor's Report for the Year 2008
- Review by the CEO
7. Adoption of the Annual Accounts
8. Acquisition of Lifetree Convergence Ltd.
- Review by the Chairman of the Board of Directors
The Board of Directors proposes to the General Meeting that the agreements
signed by Tecnomen through which the Company will acquire up to 96.6 % of
Lifetree Convergence Ltd's ('Lifetree') shares, in accordance with the press
release of 15 December 2008, be approved. Lifetree is an India-based provider
of Convergent Billing and Customer Care, Rating and Messaging platforms. In the
transaction, the shares will be acquired for a payment of EUR 33.2 million, to
be paid through a combination of cash and issuance of new shares of Tecnomen.
Of the payment, EUR 21.4 million will be paid in cash and the remainder EUR 11.8
million in new Tecnomen shares to be issued. 13,694,523 new shares will be
issued based on the authority granted by the General Meeting to the Board of
Directors on 12 March 2008. In the transaction, the issue price applied for
Tecnomen's shares will be EUR 0.86 per share. The cash portion will be financed
in part with a long-term loan and partly from the cash funds of Tecnomen. The
new Tecnomen shares issued to Management Shareholders are subject to a
three-year lock-up.
The acquisition is subject to the approval of the public authorities in India,
as well as the approval of the General Meeting of Tecnomen to amend the Company
name and to issue stock options. As a result of the aforesaid, the Board of
Directors proposes that the Company's articles of association be amended and
that stock options be issued in accordance with proposals 9 and 10.
9. Amendments to the Articles of Association
Provided that the acquisition of the shares of Lifetree is completed, the Board
of Directors proposes to the General Meeting that Article 1 regarding company
name be amended as follows:
“1 § Business name and domicile of Company
The business name of the Company is Tecnomen Lifetree Oyj; in Swedish, Tecnomen
Lifetree Abp; and in English, Tecnomen Lifetree Corporation. The Company is
domiciled in Espoo.”
In addition, the Board of Directors proposes that Article 4 of the articles of
association be amended to set the board size at a minimum of three (3) and a
maximum of eight (8) members, to be elected by the General Meeting.
10. Issue of Stock Options
Provided that the acquisition of the shares of Lifetree is completed, the Board
of Directors proposes to the General Meeting that stock options be issued to the
key personnel of the Tecnomen Group and to a wholly owned subsidiary of the
Company.
The stock options shall, in deviation from the shareholders' pre-emptive
subscription rights, be issued to the key personnel of the Group and to Tecnomen
Japan Oy, a wholly owned subsidiary of the Company. The shareholders'
pre-emptive subscription rights are proposed to be deviated from since the stock
options are intended to form part of the Group's incentive and commitment
program for the key personnel and because it can therefore be considered that
there is a weighty financial reason for the deviation.
The stock options will be issued without payment. It is proposed that a maximum
of 6,840,036 be issued. Of the stock options, 1,026,005 shall be marked with the
symbol 2009A, 2,394,013 shall be marked with the symbol 2009B and 3,420,018
shall be marked with the symbol 2009C. Each option right entitles its holder to
subscribe to one (1) share in the Company. As a result of the share
subscriptions, the number of shares in the Company may be increased by a total
maximum of 6,840,036 new shares.
The share subscription price is EUR 0.86, based on the trade volume based
weighted average quotation of the share on the NASDAQ OMX Helsinki Ltd. during
the four week period ending 17 November 2008. The share subscription period
shall be for stock option 2009A 1 April 2009 - 31 March 2011, for stock option
2009B 1 April 2010 - 31 March 2012 and for stock option 2009C 1 April 2011 - 31
March 2013. Notwithstanding the aforesaid, the commencement of the share
subscription periods of maximum of two-thirds (2/3) of the stock options 2009B
and 2009C shall be conditional to the Company having reached its revenue and
profitability targets set by the Board of Directors. The share subscription
price will be credited to the reserve for invested unrestricted equity in its
entirety.
11. Resolution on the Use of the Profit Shown on the Balance Sheet and the
Payment of Dividend
The Board of Directors proposes to the General Meeting that the Board of
Directors shall authorise the Board of Directors to resolve on the distribution
of a dividend of EUR 0.07 per share for the financial year ended on 31 December
2008. This authority is valid until the next Annual General Meeting.
The dividend will be paid to shareholders who are registered on the record date
in the Company's shareholder register maintained by Euroclear Finland Ltd
(formerly Finnish Central Securities Depository Ltd). The Board of Directors
decides on the dividend record date and the dividend payment date.
12. Resolution on the Discharge of the Members of the Board of Directors and the
CEO from Liability
13. Resolution on the Remuneration of the Members of the Board of Directors
The Remuneration and Nomination Committee proposes to the General Meeting that
the directors' fees remain unchanged so that the chairman of the Board of
Directors will receive EUR 50,000 per year, the vice chairman will receive EUR
30,000 per year and the other board members will receive EUR 23,000 each per
year. In addition, the chairman of the Board of Directors and the other board
members will receive an attendance fee of EUR 800 and EUR 500 per meeting,
respectively, for board and committee work. The aforementioned board fees can
instead of cash be paid in Company shares.
14. Resolution on the Number of Members of the Board of Directors
The Remuneration and Nomination Committee proposes to the General Meeting that
six (6) members be elected to the Board of Directors. However, should the
acquisition described in agenda item 8 materialise, eight (8) members will be
elected.
15. Election of Members of the Board of Directors
The Remuneration and Nomination Committee proposes to the General Meeting that
the following current members of the Board of Directors be re-elected: Messrs.
Johan Hammarén, Harri Koponen, Carl-Johan Numelin, Christer Sumelius and Hannu
Turunen as well as a new member, whose name will be announced at the latest at
the General Meeting. Furthermore, the Remuneration and Nomination Committee
proposes, subject to the approval of the acquisition discussed in proposal 8,
that the following additional individuals be elected as new members to the Board
of Directors: Mr. Atul Chopra and Mr. David K. White. The Board members are
elected for a term that expires at the end of the first Annual General Meeting
following the election.
Mr. Atul Chopra is the CEO of Lifetree Convergence Ltd. and Mr. David K. White,
who has a vast experience in the field of telecommunications, serves as chairman
of Telecom Malagasy's Board of Directors.
16. Resolution on the Remuneration of the Auditor
The Audit Committee proposes that auditor's fees are paid according to the
auditor's invoice.
17. Election of Auditor
In accordance with the proposal of the Company's Audit 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.
18. Authorising the Board of Directors to Resolve on the Acquisition of the
Company's Own Shares
The Board of Directors proposes that the General Meeting authorise the Board of
Directors to decide on the acquisition of a maximum of 5,790,000 of the
Company's own shares.
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 the NASDAQ OMX Helsinki Ltd. 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 12 March 2008 and will be valid for one year from the
decision of the General Meeting.
19. Closing of the Meeting
B. Documents of the Annual General Meeting
The aforementioned proposals of the Board of Directors and its committees
relating to the agenda of the General Meeting as well as this notice are
available on Tecnomen's website www.tecnomen.com . Tecnomen's Annual Report,
which contains the financial statements, the report of the Board of Directors
and auditor's report, will be available on the aforementioned website as of 12
March 2009. The proposals of the Board of Directors as well as the financial
statements will also be available at the Annual General Meeting, and copies of
the documents and of this invitation will be sent to shareholders upon request.
C. Instructions for the Participants in the Annual General Meeting
1. Right to Participate and Registration
The right to attend the Annual General Meeting is vested in shareholders who are
registered on Friday, 9 March 2009 in the register of shareholders maintained by
Euroclear Finland Oy (previously the Finnish Central Securities Depository Ltd).
A shareholder, whose shares are registered on his/her personal Finnish book-
entry account, is registered in the shareholders' register of the Company.
Shareholders who want to participate in the Annual General Meeting shall
register by 13 March 2009 at 3 p.m. Registration may take place as follows:
a) via Tecnomen's website at www.tecnomen.com/yhtiokokous;
b) by telephone, +358 9 8047 8767; at 9 a.m. - 4 p.m. on weekdays;
c) by telefax, +358 9 8047 8212; or
d) by a letter to Tecnomen Corporation, Annual General Meeting, P.O. Box 93,
FIN-02271 Espoo, Finland
In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant. Personal data given to Tecnomen Corporation by shareholders
will only be used in connection with the Annual General Meeting and the
processing of necessary registrations linked to it.
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 Representative and Powers of Attorney
A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the Meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
Annual General Meeting.
Possible proxy documents should be delivered in originals to Tecnomen
Corporation, Annual General Meeting, PL 93, 02271 Espoo, before the last date
for registration.
3. Holders of Nominee Registered Shares
A holder of nominee registered shares, who wants to participate in the Annual
General Meeting, must be entered into the Register of Shareholders of the
Company on 9 March 2009, the record date of the Meeting.
A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the Register of Shareholders of the
Company, the issuing of proxy documents and registration for the Annual General
Meeting from his/her custodian bank.
4. Additional Information
On the date of this notice to the Annual General Meeting, 27 February 2009, the
total number of shares in Tecnomen Corporation is 59,277,078 shares and
59,277,078 votes.
In Espoo, 27 February 2009
TECNOMEN CORPORATION
THE BOARD OF DIRECTORS
APPENDIX
Tecnomen stock options 2009
FOR FURTHER INFORMATION
Jarmo Niemi, President and CEO, tel +358 9 804 781
Tuomas Wegelius, CFO, tel +358 9 804 781
DISTRIBUTION
NASDAQ OMX Helsinki Ltd.
Main media
www.tecnomen.com
About Tecnomen
Tecnomen, founded in 1978, is one of the leading suppliers of messaging and
charging solutions for telecom operators worldwide. Tecnomen markets and sells
its products and services through its own organisation, as well as through
global and local partners, and has supplied its products to more than 100
customers around the world. Headquartered in Espoo, Finland, Tecnomen has 360
employees working in 14 locations worldwide. Tecnomen is listed on the main list
of NASDAQ OMX Helsinki Ltd. For more information on Tecnomen visit
www.tecnomen.com
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