RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF TECNOMEN CORPORATION
Tecnomen Corporation STOCK EXCHANGE RELEASE
19 March 2009, 6.10 p.m.
RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF TECNOMEN CORPORATION
The Annual General Meeting of Tecnomen Corporation held on 19 March 2009
confirmed the financial statements and the consolidated financial statements for
2008 and discharged the Board of Directors and the President from liability for
the financial year 2008.
Acquisition of Lifetree Convergence Ltd
The Annual General Meeting approved 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,.
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 still subject to the approval of the public authorities in
India. Tecnomen believes it will receive approval from the public authorities in
the near future and the acquisition is expected to be completed this spring.
Amendments to the Articles of Association
The Annual General Meeting confirmed 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.” The amendment is subject to the completion of the
acquisition.
In addition the Annual General Meeting confirmed, in accordance with the
proposal of the Board of Directors, that Article 4 of the articles of
association be amended to read as follows
“4 § the Board of Directors
The Company's administration and the due organization of its operations shall be
entrusted to the Board of Directors, which shall consist of at least three (3)
and at most eight (8) ordinary members elected by the General Meeting.
The term of office of a member of the Board of Directors expires at the end of
the first Annual General Meeting following the election.
The Board of Directors shall elect a Chairman and a Vice-Chairman from among its
members until the end of the following Annual General Meeting. The Board of
Directors shall constitute a quorum when more than half of its members are
present at the meeting. Matters shall be resolved by a simple majority of the
votes cast. In the event of a tie, the chairman shall have the deciding vote.”
Issue of Stock Options
The Annual General meeting confirmed the proposal of the Board of Directors that
the stock options will 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.
Resolution on the Use of the Profit
The Annual General Meeting resolved, in accordance with the proposal of the
Board of Directors that a dividend of 0.07 euro per share be paid for the
financial year ended on 31 December 2008. The Board of Directors resolves on the
dividend record date and dividend payment date
The Remuneration of the Members of the Board of Directors
The Annual General Meeting resolved 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.
The number of Members of the Board of Directors
The Annual General Meeting confirmed that the Board of Directors will consist of
six (6) members. However, should the acquisition described in agenda item 8
materialise, eight (8) members will be elected. Johan Hammarén, Harri Koponen,
Carl-Johan Numelin, Christer Sumelius and Hannu Turunen were re-elected as Board
members and Pentti Heikkinen as a new member. In addition, Atul Chopra and David
K. White were elected board members, whose board memberships are subject to the
completion of the acquisition. Atul Chopra's and David K White's periods of
office shall commence at the completion of the acquisition. The Board members
were elected for a period of office expiring at the end of the first Annual
General Meeting following the election.
Election of Auditor
KPMG Oy Ab, Authorised Public Accountants, will continue as the Company's
auditor, with Sixten Nyman, APA, as principal auditor, until the end of the
following Annual General Meeting.
The Annual General Meeting resolved according to the Audit Committee's proposal
that auditor's fees are paid according to the auditor's invoice.
Authorisation to acquire the Company's own shares
The Annual General Meeting authorised the Board of Directors to decide on the
acquisition of a maximum of 5,790,000 of the Company's own shares.
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 OMX Nordic Exchange 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. The
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
Annual General Meeting.
Chairman of the Board of Directors and Board Committees
In assembly meeting of the Board of Directors following the Annual General
Meeting Hannu Turunen was elected as Chairman and Carl-Johan Numelin as Vice-
Chairman of the Board of Directors. Hannu Turunen was elected as Chairman of the
Audit Committee and Johan Hammarén and Harri Koponen as members. Carl-Johan
Numelin was elected as Chairman of the Compensation and Nomination Committee and
Christer Sumelius and Hannu Turunen as members.
TECNOMEN CORPORATION
Board of Directors
FURTHER INFORMATION
Mr Hannu Turunen, Chairman of the Board, tel. +358 40 758
6615
Mr Jarmo Niemi, President and CEO, tel. +358 9 8047 8799
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
