RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF TECNOMEN CORPORATION
The Annual General Meeting of Tecnomen Corporation held on 12 March 2008
confirmed the financial statements and the consolidated financial statements for
2007 and discharged the Board of Directors and the President from liability for
the financial year 2007. 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 year 2007.
The Annual General Meeting confirmed that the Board of Directors will consists
of seven members. Lauri Ratia, Carl-Johan Numelin, Christer Sumelius, Timo
Toivila and Johan Hammarén were re-elected as Board members. Harri Koponen and
Hannu Turunen were elected as new Board members. The Board members were elected
for a period of office expiring at the end of the first Annual General Meeting
following the election.
The Annual General Meeting resolved that the annual remunerations to the members
of the Board of Directors be 50,000 euros for the Chairman, 30,000 euros for the
Vice-Chairman and 23,000 euros for a member. In addition it was decided that a
compensation of 800 euros for the Chairman and 500 euros for a member of the
Board of Directors be paid for attendance at Board and Committee meetings.
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.
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 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. The
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.
Authorisation to issue shares and to grant special rights entitling to shares
The Annual General Meeting authorised the Board of Directors to decide to issue
and/or to convey a maximum of 17,800,000 new shares and/or the Company's own
shares either against payment or for free.
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. The said 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.
Chairman of the Board of Directors and Board Committees
In assembly meeting of the Board of Directors following the Annual General
Meeting Lauri Ratia was re-elected as Chairman and Carl-Johan Numelin as Vice-
Chairman of the Board of Directors. Lauri Ratia 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 Lauri Ratia, Chairman of the Board, tel. +358 50 2922
Mr Jarmo Niemi, President and CEO, tel. +358 9 8047 8799
DISTRIBUTION
OMX Nordic Exchange Helsinki Oy
Main media
www.tecnomen.com