DECISIONS BY THE ANNUAL GENERAL MEETING
DECISIONS BY THE ANNUAL GENERAL MEETING OF SYSOPEN PLC AND THE ORGANISATION OF THE BOARD OF DIRECTORS
SysOpen Plc STOCK EXCHANGE RELEASE 25 March 2004 at 10:00 SysOpen Plcs Annual General Meeting (AGM) on 24 March 2004 confirmed the companys financial statements, including the consolidated financial statements, for the financial year 1 January 31 December 2003, and discharged the members of the Board of Directors and the Managing Director from liability. Dividends The AGM decided, in line with the Boards proposal, that a per- share dividend of EUR 0.24 be paid for the financial year 2003, totalling EUR 2,223,099.36. The dividend will be paid to shareholders (other than SysOpen Plc itself) entered in the shareholder register maintained by Finnish Central Securities Depository Ltd, on the record date of 29 March 2004. The dividend payment date will be 5 April 2004. Board Members At the AGM, the following persons were elected to the Board of Directors: Pekka Eloholma, Kari Karvinen, Reijo Koski-Lammi, Risto Linturi and Matti Mujunen. At its meeting held after the AGM, the Board of Directors re-elected Kari Karvinen as Board Chairman and Risto Linturi as Vice-Chairman. Fees for Members of the Board of Directors The AGM decided that the members of the Board of Directors be paid the following fee for their work on the Board: EUR 1.500/ month, and the Chairman of the Board EUR 3.000/ month. In addition, all members of the Board shall be paid EUR 200 for each meeting of the Board. The AGM approved the following proposals made by the Board: 1) The Boards proposal to invalidate the companys own shares The AGM decided to reduce the share capital by EUR 10,000 by invalidating 100,000 treasury shares. 2) The Boards proposal to give the Board of Directors authorisation to decide on issuing one or several convertible bonds, issuing stock options and/or increasing the companys share capital through one or several rights issues The AGM decided that the Board be authorised to decide on issuing one or more convertible bonds, issuing stock options, and/or increasing the companys share capital through one or more rights issues, in such a way that the maximum number of shares at a par value of EUR 0.10 issued through one or more rights issues, subscribed on the basis of stock options or in exchange for convertible bonds, shall amount to no more than 1,852,582, and the companys share capital may increase by a maximum of EUR 185,258.20. However, on the basis of this authorisation, the Board can decide to increase the companys share capital by a maximum of one-fifth of the value of the registered share capital prevailing on the date of the Boards decision. The authorisation includes the right to deviate from the shareholders pre-emptive right if there is a cogent financial reason to do so, such as financing business acquisitions, co-operation arrangements, strengthening or developing the companys financial or capital structure or motivating its personnel. The Board was also given authorisation to decide that shares may be subscribed against a non-cash contribution, or on other specific terms. The Board was authorised to decide on those people entitled to share subscriptions, the subscription price and the bases on which the subscription price is determined. The authorisation is valid for one year as of the date of the AGMs decision. 3) The Boards proposal to authorise the Board of Directors to buy back the companys own shares The AGM decided that the Board be given authorisation to decide to buy back a maximum of 463,145 own shares at their par value of EUR 0.10, using retained earnings. The company may buy back shares by inviting bids from all shareholders on identical terms and at a price determined by the Board, or in public trading in which the shares are bought back in proportion other than that based on shareholders holdings. The company may buy back shares to be used as consideration in business acquisitions, co-operation or other such restructuring, strengthening or developing the companys financial or capital structure or for employee motivation, or may be otherwise disposed of or invalidated. A share buyback reduces the companys distributable unrestricted equity. The authorisation is valid for one year from the date of the AGMs decision. 4) The Boards proposal to authorise the Board of Directors to dispose of the companys own shares (treasury shares) The AGM decided that the Board be given authorisation to decide to dispose of a maximum of 463,145 of the companys bought-back own shares. The Board would be authorised to decide to whom, and in which order, the companys own shares could be transferred, as well as to decide on the bases for determining the transfer price. According to the authorisation, the Board may decide to dispose of the companys own shares otherwise than in proportion to the shareholders pre-emptive right to subscribe for the companys shares. Shares may be transferred as a consideration in the event of purchasing assets pertaining to the companys business or in the event of business acquisitions or to finance or implement other such arrangements, or the motivation of its personnel. Shares may also be transferred against a non-cash contribution, or through public trading organised by the Helsinki Exchanges. The authorisation is valid for one year from the date of the AGMs decision. 5) The Boards proposal to amend Section 6 of the Articles of Association The AGM decided to amend Article 6 of SysOpen Plcs Articles of Association to read as follows: 6 § Companys Administration Elected by the shareholders meeting, the Board of Directors is in charge of company administration and the appropriate organisation of operations. The Board must be made up of a minimum of three and a maximum of seven regular members. The term of all Board members expires at the end of the Annual General Meeting following their election. The Board of Directors elects its Chairman and Vice-Chairman from among its members. 6) The Boards proposal to amend Section 8 of the Articles of Association The AGM decided to amend Article 8 of SysOpen Plcs Articles of Association to read as follows: 8 § Signing on behalf of the company The companys business name shall be signed by the Board of Directors. In addition, the Board members and the Managing Director, two together, sign for the company. The Board can also authorise persons employed by the company or other persons to sign for the company so that they sign the companys business name, two together, or each separately and alone together with a Board member or the Managing Director. Helsinki, 25 March 2004 SYSOPEN PLC Board of Directors FOR FURTHER INFORMATION, PLEASE CONTACT Kari Karvinen, Chairman of the Board, tel. +358 424 2020 304, e-mail: kari.karvinen@sysopen.fi Arto Sahla, Managing Director tel. +358 424 2020 339, mobile +358 400 442 986, e-mail: arto.sahla@sysopen.fi DISTRIBUTION Helsinki Exchanges Major media