NOTICE OF SYSOPEN PLC?S ANNUAL GENERAL M
SysOpen Plc STOCK EXCHANGE RELEASE 2nd March 2004, 10.30 a.m.
NOTICE OF SYSOPEN PLCS ANNUAL GENERAL MEETING
Notice is hereby given to the shareholders of SysOpen Plc that the
Annual General Meeting (AGM) of the Company will be held at
SysOpen Tower, Hiomotie 19, FIN-00380 Helsinki, on Wednesday, 24
March 2004, starting at 5 p.m.
Items on the AGMs agenda:
1) Matters to be decided by the AGM in accordance with
Section 12 of the Articles of Association
Major shareholders accounting for 50.1 per cent of the votes
entitled by the companys outstanding shares have notified the
company that they will propose to the AGM that the following five
persons, who have consented to accept these nominations, be
elected to the companys Board of Directors for a term expiring at
the end of the next AGM:
- Pekka Eloholma, 43, Managing Director, Setec Oy;
- Kari Karvinen, 44, full-time Board Chairman, SysOpen Plc
- Reijo Koski-Lammi, 61, retiree; his previous positions
included Chief Auditor at SFS-Inspecta Certification, and Manager
at KT-Tietokeskus Oy;
- Risto Linturi, 47, an independent consultant at his
family company, R. Linturi Oyj;
- Matti Mujunen, 45, Managing Director, Secgo Group Oy.
2) The Boards proposal to amend Section 6 of the Articles
of Association
The Board of Directors proposes that Article 6 of the Articles of
Association, relating to the companys administration, be
supplemented with the stipulation that the Board elects its
Chairman and Vice-Chairman from among its members.
3) The Boards proposal to amend Section 8 of the Articles
of Association
The Board of Directors proposes that Article 8 of the Articles of
Association, relating to the signing on behalf of the company, be
amended in such a manner that the Board members and the Managing
Director sign for the company, two together, and that those
authorised to sign for the company sign the companys business
name, two together, or each separately and alone together with a
Board member or the Managing Director.
4) The Boards proposal to reduce the companys share
capital by invalidating the companys own shares (treasury shares)
The Board of Directors proposes that the share capital be reduced
by EUR 10,000 by invalidating 100,000 treasury shares.
5) The Boards proposal to authorise the Board of Directors
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 Board proposes to the AGM 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 Board proposes that the
authorisation include 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 also proposes that it be authorised to decide whether
shares may be subscribed against a non-cash contribution, or on
other specific terms. The Board would be authorised to decide on
those persons entitled to subscription, the subscription price and
the subscription price bases. The authorisation would be valid for
one year from the date of the Annual General Meetings decision.
The authorisation given by the AGM of 20 March 2003 for issuing
convertible bonds and stock options and/or increasing the
companys share capital will expire on 20 March 2004.
6) The Boards proposal to authorise the Board of Directors
to buy back the companys own shares
The Board proposes to the AGM that the Board be authorised 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 would be
valid for one year from the date of the Annual General Meetings
decision. The authorisation given by the AGM of 20 March 2003 for
buying back own shares will expire on 20 March 2004.
7) The Boards proposal to authorise the Board of Directors
to dispose of the companys own shares (treasury shares)
The Board of Directors proposes to the AGM that the Board be
authorised to decide to dispose of a maximum of 463,145 of the
companys bought-back own shares. The Board would be authorised to
determine to whom and in what order the companys own shares are
sold, as well as the basis for determining their sale price.
According to the proposal, 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
proposed authorisation would be valid for one year from the date
of the Annual General Meetings decision. The authorisation given
by the AGM of 20 March 2003 for the disposal of own shares will
expire on 20 March 2004.
SysOpens financial statements and the Boards proposals specified
in items 27, together with the documents required by the Finnish
Companies Act, are available for inspection by shareholders at the
companys head office at Hiomotie 19, Helsinki, from 17 March
2004. Copies of the documents will be sent to shareholders on
request. The companys Annual Report will be available at the
companys head office as from 17 March 2004, and it will be sent
to shareholders on request. The Annual Report will also be
available at the AGM venue. The Annual Report will be available in
electronic form on the companys website at www.sysopen.fi.
Shareholders registered by 12 March 2004 on the companys
shareholder register maintained by the Finnish Central Securities
Depository Ltd are entitled to attend the Annual General Meeting.
Shareholders wishing to attend the Annual General Meeting must
notify the company in advance by 4.00 p.m. on 17 March 2004,
either in writing to SysOpen Plc, Petra Honkaranta, Hiomotie 19,
FIN-00380 Helsinki, or by telephone at +358 424 2020 1 or by fax
at +358 424 2020 700 or by e-mail to info@sysopen.fi.
Registrations by mail, fax or e-mail must arrive prior to the
deadline. Please submit any proxies while sending your
registration. Entry to the meeting room, the distribution of
ballots and the inspection of proxies will begin at the venue at
4.30 p.m. on 24 March 2004.
The Board of Directors proposes to the AGM that a per-share
dividend of EUR 0.24 be paid for the financial year 2003, and that
the record date for dividend distribution be 29 March 2004 and the
dividend payment date 5 April 2004.
Helsinki, 2 March 2004
SYSOPEN PLC
Board of Directors
For further information, please contact:
Arto Sahla, Managing Director, tel. +358 (0)400 442 986, e-mail
arto.sahla@sysopen.fi
SysOpen in brief:
SysOpen Plc is one of the leading integrated eSolutions providers
in Finland. Established in 1990, the company has been listed on
the Helsinki Exchanges since 1999. It provides its customers with
IT expert services and software that boost their businesses. The
Group's business areas include Enterprise Application Solutions,
Software Solutions and the supporting IT Consulting Services and
Technology Development. Integrating information systems with new
business critical mobile and Internet solutions is one of its key
strengths. With a turnover
of EUR 25.2 million in 2003, the company has a staff of 270.
DISTRIBUTION
Helsinki Exchanges
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