DECISIONS OF FIM GROUP CORPORATION’S EXTRAORDINARY GENERAL MEETING
FIM GROUP CORPORATION STOCK EXCHANGE RELEASE ON DECEMBER 5, 2006 AT 14.00 (Finnish time)
DECISIONS OF FIM GROUP CORPORATION’S EXTRAORDINARY GENERAL MEETING
FIM Group Corporation’s Extraordinary General Meeting of Shareholders
held today on December 5, 2006 has made the following decisions in accordance with the proposals of the Board of Directors:
1. Amendment of the Articles of Association
The Extraordinary General Meeting of Shareholders decided to amend the Articles of Association as proposed by the Board of Directors. The amended Articles of Association is attached to this stock exchange release in its entirety.
2. Issuing of stock options
The Extraordinary General Meeting of Shareholders made the decision to issue stock options to personnel and key persons of FIM Group, as well as to FIM Securities Ltd, a wholly-owned subsidiary of FIM Group Corporation.
The maximum amount of stock options issued is 3,850,000 entitling their
holders to subscribe for a maximum amount of 3,850,000 new shares in the
Company.
The share subscription price is based on the prevailing market price of the FIM Group Corporation share on the Helsinki Stock Exchange in October-December 2006, October-December 2007 and October-December 2008.
The share subscription period shall be: for stock options 2006A, 1 April 2010-31 March 2011, for stock options 2006B, 1 April 2011-31 March 2012, for stock options 2006C, 1 April 2012-31 March 2013 and for stock options 2006H 1 April 2011-31 March 2012.
The specific content of the decisions made in the Extraordinary General Meeting of Shareholders is presented in the Proposals of the Board of Directors and in the stock option terms and conditions held available to the Shareholders on the Company website www.fim.com.
The minutes of the Extraordinary General Meeting of Shareholders will be
available to the Companys shareholders at the Companys head office as of December 20, 2006.
FIM Group Corporation
For additional information, contact:
Risto Perttunen, CEO
+358 (0)9 613 46 303
risto.perttunen@fim.com
Niklas Geust, CFO
+358 (0)9 613 46 210
niklas.geust@fim.com
ENCLOSURE
THE ARTICLES OF ASSOCIATION OF FIM GROUP CORPORATION
1. Company’s business name and domicile
The company’s name is FIM Group Oyj, in Swedish FIM Group Abp and in English FIM Group Corporation. The company is domiciled in Helsinki.
2. Field of business
The company engages in acting as a parent company for companies conducting banking, investment, investment service and investment fund businesses, providing its subsidiaries with various administrative and support services and owning, administering and trading in shares and other securities. The company may own real property.
3. Shares
The company's shares shall belong to the book-entry system.
4. Board of Directors
The company’s Board of Directors shall be composed of at least five (5) and no more than eight (8) ordinary members.
The term of office of the members of the Board of Directors expires at the end of the next Annual General Meeting of Shareholders following their election.
The Board of Directors shall elect a chairman among itself and shall convene as often as necessary with regard to the affairs of the company.
5. Chief Executive Officer
The company shall have a Chief Executive Officer who shall be appointed by the Board of Directors.
The remuneration of the Chief Executive Officer shall be determined by the Board of Directors.
6. Signing for the company
Two members of the Board of Directors together, and, each of the Chief Executive Officer and the chairman of the Board of Directors alone, shall sign for the company.
7. Procurations
The Board of Directors decides on procurations.
8. Auditors
The company shall have two regular auditors and one deputy auditor. At least one of the ordinary auditors and the deputy auditor shall be an auditor or an auditing firm approved by the Central Chamber of Commerce.
The term of the auditors shall end at the close of the first Annual General Meeting following their election.
9. Financial year
The company’s financial year is the calendar year.
10. Notice of meeting
The notice to a General Meeting of Shareholders shall be delivered to the shareholders no earlier than two (2) months and no later than seventeen (17) days before the General Meeting of Shareholders. The notice may be delivered by publishing it on the company’s home web page in the internet or in a regularly published newspaper with a wide circulation determined by the Board of Directors. In order to participate in the General Meeting of Shareholders, a shareholder must register with the company by the date specified in the notice, which date shall not be earlier than ten (10) days before the General Meeting of Shareholders.
11. Annual General Meeting
The Annual General Meeting of Shareholders shall be held each year before the end of June on a date specified by the Board of Directors.
The Annual General Meeting shall be held each year on a day designated by the Board of Directors and before the end of June.
The agenda for the meeting shall include
presentation of
1 the financial statements comprising income statement, balance sheet and report of the Board of Directors;
2 Auditors’ Report;
resolved upon
3 adoption of the financial statements
4 granting of discharge from liability to the members of the Board of Directors and the Chief Executive Officer;
5 any measures prompted by the profit or loss shown in the adopted balance sheet;
6 remuneration to be paid to the members of the Board of Directors and the auditors;
shall elect
7 the ordinary members of the Board of Directors and
8 the auditors and a deputy auditor if necessary.
Distribution:
Helsinki Stock Exchange
Principal media
www.fim.com.
Established in 1987, FIM is a Finnish investment services group that offers asset management, brokerage and investment banking services for private individuals and organizations. In addition to the head office in Helsinki, FIM has regional offices in Espoo, Jyväskylä, Kuopio, Lahti, Oulu, Riihimäki, Tampere, Turku and Vaasa. FIM also operates in Stockholm and Moscow. The company had net sales in 2005 of EUR 63.2 million, and it posted operating profit of EUR 19.1 million. FIM had a payroll of 275 employees at the end of September 2006.