NOTICE OF FIM GROUP CORPORATION’S EXTRAORDINARY GENERAL MEETING ON DECEMBER 5, 2006
FIM GROUP CORPORATION STOCK EXCHANGE ANNOUNCEMENT November 14, 2006, at 8.10 a.m.
NOTICE OF FIM GROUP CORPORATION’S EXTRAORDINARY GENERAL MEETING ON DECEMBER 5, 2006
The shareholders of FIM Group Corporation are hereby invited to attend the Extraordinary General Meeting that will be held on Tuesday, December 5, 2006, beginning at 9.30 a.m. in the auditorium of Sokos Hotel Presidentti at the address Eteläinen rautatienkatu 4, 00100 Helsinki. The recording of attendance of shareholders who have registered for the general meeting will begin at 8.45 a.m.
AGENDA OF THE GENERAL MEETING
1. Amendments to the Articles of Association
Pursuant to the Companies Act that came into force from the beginning of September 2006, the Board of Directors is proposing a few amendments of a technical nature to the Articles of Association.
The Board of Directors proposes that the present Articles of Association be amended by removing Article 3, Share Capital.
In addition, the Board of Directors proposes the following amendments:
Article 4 of the Articles of Association, Shares, shall be amended to read as follows:
The company's shares belong to the book-entry system.
The second paragraph of Article 9, Auditors, of the Articles of Association shall be amended to read as follows:
The term of the auditors shall end at the close of the first Annual General Meeting following their election.
Article 12, Annual General Meeting, of the Articles of Association shall be amended to read as follows:
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.
2. Proposal by the Board of Directors to the General Meeting of Shareholders concerning the issue of stock options
The Board of Directors proposes that stock options be issued by the General Meeting of Shareholders to the personnel of the Group, as well as to a wholly owned subsidiary of FIM Group Corporation, on the terms and conditions attached hereto.
The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the personnel. The purpose of the stock options is to encourage the personnel to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the personnel to the Company.
The maximum total number of stock options issued shall be 3,850,000. The stock options entitle their owners to subscribe for a maximum total of 3,850,000 new shares in the Company. The stock options now issued can be exchanged for shares constituting a maximum total of 8.3% of the Company’s shares and votes of the shares, after the potential share subscription.
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.
Stock options 2006A-C shall be distributed to the key personnel and stock options 2006H shall be distributed to other personnel in the manner decided by the Board of Directors. A share ownership plan, in which the Group key personnel are obliged to acquire the Company’s shares with a proportion of the income gained from the stock options, shall be incorporated to the stock options 2006A-C. The manner, in which the share ownership plan shall be executed, shall be decided by the Board of Directors in connection with the decision to distribute stock options.
DOCUMENTS REQUIRED UNDER THE COMPANIES ACT
The proposals of the Board of Directors and the documents required by the Companies Act are available to shareholders on the company website www.fim.com and at the company headquarters, Pohjoisesplanadi 33 A, 00100 Helsinki, as of November 27, 2006. Shareholders can request copies of the documents by calling Tuula MacIntosh at +358 9 6134 6323.
PARTICIPATION AND REGISTRATION
A shareholder who has been registered in the company’s Shareholder Register maintained by Finnish Central Securities Depository Ltd no later than by November 24, 2006, and has registered for the general meeting no later than on November 28, 2006, at 12 noon Finnish time, is entitled to attend the meeting.
The owner of a nominee-registered share shall have the right to participate the Extraordinary General Meeting if said shareholder has been notified, no later than on November 24, 2006, for temporary entry in the Shareholder Register in order to participate in the Extraordinary General Meeting and if the shareholder has registered for the Extraordinary General Meeting no later than on November 28, 2006, by 12 noon Finnish time.
A shareholder who wishes to participate in the general meeting must notify the company of his/her intention to attend either
a) by letter at the address FIM Group Corporation / Tuula MacIntosh, Pohjoisesplanadi 33 A, FI-00100 Helsinki.
b) by telephone at +358 9 6134 6323 (Tuula MacIntosh) weekdays from 9.00 a.m. to 4.00 p.m. Finnish time,
c) by telefax at +358 9 6134 6363 or
d) by email at the address tuula.macintosh@fim.com.
The registration must reach the company no later than on November 28, 2006, at 12 noon Finnish time.
It is requested that any proxies be delivered when registering for the meeting.
Admittance to the meeting auditorium, distribution of ballots and the checking of proxies will begin at the meeting venue on December 5, 2006, at 8.45 a.m.
Helsinki, November 14, 2006
FIM Group Corporation
Board of Directors
For additional information, contact:
Risto Perttunen
+358 (0)9 613 46 303
risto.perttunen@fim.com
Niklas Geust, CFO
+358 (0)9 613 46 210
niklas.geust@fim.com
FIM GROUP CORPORATION STOCK OPTIONS 2006
The Board of Directors of FIM Group Corporation (Board of Directors) has in its meeting on 14 November 2006 resolved to propose to the Extraordinary General Meeting of Shareholders of FIM Group Corporation (Company) to be held on 5 December 2006 that stock options be issued to the personnel of the Company and its subsidiaries (Group) and to a wholly owned subsidiary of the Company, on the following terms and conditions:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of Stock Options
The maximum total number of stock options issued shall be 3,850,000, and they entitle their owners to subscribe for a maximum total of 3,850,000 new shares in the Company.
2. Stock Options
Of the stock options, 1,050,000 shall be marked with the symbol 2006A, 1,150,000 shall be marked with the symbol 2006B, 1,250,000 shall be marked with the symbol 2006C and 400,000 shall be marked with the symbol 2006H.
The people, to whom stock options are issued, shall be notified in writing by the Board of Directors about the offer of stock options. The stock options shall be delivered to the recipient when he or she has accepted the offer of the Board of Directors.
3. Right to Stock Options
The stock options shall be issued gratuitously to the Group personnel and to FIM Securities Ltd (Subsidiary), a wholly owned subsidiary of the Company. The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group’s incentive and commitment program for the personnel.
4. Distribution of Stock Options
The Board of Directors shall decide upon the distribution of the stock options. Stock options 2006A-C shall be distributed to the key personnel and stock options 2006H to other personnel in the manner decided by the Board of Directors. The Subsidiary shall be granted stock options to the extent that the stock options are not distributed to the personnel of the Group.
The Board of Directors shall later decide upon the further distribution of the stock options granted or returned later to the Subsidiary, to the personnel employed by or to be recruited by the Group.
Upon issue, all stock options 2006B and 2006C and those stock options 2006A that are not distributed to the key personnel, shall be granted to the Subsidiary. The Subsidiary can distribute stock options 2006A-C to the key personnel employed by or to be recruited by the Group, by the resolution of the Board of Directors.
5. Transfer of Stock Options and Obligation to offer Stock Options
The stock options are freely transferable, when the relevant share subscription period has begun. The Board of Directors may, however, permit the transfer of a stock option also before such date. The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock option owner has the right to acquire possession of the stock options when the relevant share subscription period begins. Should the stock option owner transfer his/her stock options, such person is obliged to inform the Company about the transfer in writing, without delay.
Should a stock option owner cease to be employed by or in the service of the Group, for any reason than the death or the statutory retirement of a stock option owner, such person shall, without delay, offer to the Company or its order, free of charge, the stock options for which the share subscription period specified in Section II.2 has not begun, on the last day of such person’s employment or service. The Board of Directors can, however, in the above-mentioned cases, decide that the stock option owner is entitled to keep such stock options, or a part of them, which are under the offering obligation.
Regardless of whether the stock option owner has offered his/her stock options to the Company or its order or not, the Company is entitled to inform the stock option owner in writing that the stock option owner has lost his/her stock options on the basis of the above-mentioned reasons. Should the stock options be transferred to the book-entry securities system, the Company has the right, whether or not the stock options have been offered to the Company or its order, to request and get transferred all the stock options under the offering obligation from the stock option owner’s book-entry account to the book-entry account appointed by the Company, without the consent of the stock option owner. In addition, the Company is entitled to register transfer restrictions and other respective restrictions concerning the stock options to the stock option owner’s book-entry account, without the consent of the stock option owner.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to subscribe for new Shares
Each stock option entitles its owner to subscribe for one (1) new share in the Company. As a result of the share subscriptions, the number of the Company’s shares may be increased by a maximum of 3,850,000 new shares. The share subscription price shall be entered into the invested unrestricted equity fund.
The Subsidiary shall not be entitled to subscribe for shares on the basis of the stock options.
2. Share Subscription and Payment
The share subscription period shall be
- for stock option 2006A 1 April 2010-31 March 2011
- for stock option 2006B 1 April 2011-31 March 2012
- for stock option 2006C 1 April 2012-31 March 2013
- for stock option 2006H 1 April 2011-31 March 2012.
Share subscriptions shall take place at the head office of the Company or possibly at another location to be determined later. In the case of the stock options having been transferred to the book-entry securities system, the stock options with which shares have been subscribed for shall be deleted from the subscriber’s book-entry account. Upon subscription, payment for the shares subscribed for, shall be made to the bank account appointed by the Company. The Board of Directors shall decide on all measures concerning the share subscription.
3. Share Subscription Price
The share subscription price shall be:
- for stock option 2006A, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 October-31 December 2006
- for stock option 2006B, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 October-31 December 2007
- for stock option 2006C, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 October-31 December 2008
- for stock option 2006H, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 October-31 December 2006.
The share subscription price of the stock options may be decreased in certain cases mentioned in Section 7 below. The share subscription price shall, nevertheless, always amount to at least EUR 0.01.
4. Registration of Shares
Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber.
5. Shareholder Rights
The dividend rights of the shares and other shareholder rights shall commence when the new shares have been registered.
6. Share Issues, Stock Options and other special Rights entitling to Shares before Share Subscription
Should the Company, before the share subscription, decide on an issue of shares or an issue of new stock options or other special rights entitling to shares, a stock option owner shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription price or both of these.
7. Rights in Certain Cases
If the Company distributes dividends or funds from the unrestricted equity fund, from the share subscription price of the stock options, shall be deducted the amount of the dividend or the amount of the distributable unrestricted equity decided after the beginning of the period for determination of the share subscription price but before share subscription, as per the dividend record date or the record date of the repayment of equity.
If the Company reduces its share capital by distributing share capital to the shareholders, from the share subscription price of the stock options, shall be deducted the amount of the distributable share capital decided after the beginning of the period for determination of the share subscription price but before share subscription, as per the record date of the repayment of share capital.
If the Company is placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his/her share subscription right before the liquidation begins, within a period of time determined by the Board of Directors. If the Company is deleted from the register, before the share subscription, the stock option owner shall have the same right as, or an equal right to, that of a shareholder.
If the Company resolves to merge into another company as the company being acquired or into a company to be formed in a combination merger, or if the Company resolves to be divided, the stock option owners shall, before the merger or division, be given the right to subscribe for the shares with their stock options, within a period of time determined by the Board of Directors. After such period, no share subscription right shall exist. In the above situations the stock option owners shall have no right to require that the Company redeem the stock options from them at their market value.
Acquisition or conveyance of the Company’s own shares or acquisition of stock options or other special rights entitling to shares shall have no impact on the status of the stock option owner. If the Company, however, resolves to acquire or convey its own shares from all shareholders, the stock option owners shall be made an equivalent offer.
If a redemption right and obligation to all of the Company’s shares, as referred to in Chapter 18 Section 1 of the Finnish Companies Act, arises to any of the shareholders, before the end of the share subscription period, on the basis that a shareholder possesses over 90% of the shares and the votes of the shares of the Company, the stock option owners shall be given a possibility to use their right of share subscription by virtue of the stock options, within a period of time determined by the Board of Directors, or they shall be given an equal possibility to that of shareholders to sell their stock options to the redeemer, irrespective of the transfer restriction defined in Section I.5 above. A shareholder who possesses over 90% of the shares and votes of the shares of the Company has the right to purchase the stock option owner’s stock options at their market value.
III OTHER MATTERS
The laws of Finland shall be applied to these terms and conditions. Disputes arising in relation to the stock options shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce. Disputes arising in relation to the application of the Finnish Companies Act shall, however, be heard in competent courts, as referred to in Chapter 24 Section 1 of the Finnish Companies Act.
The Board of Directors may decide on the transfer of the stock options to the book-entry securities system at a later date and on the resulting technical amendments to these terms and conditions, as well as on other amendments and specifications to these terms and conditions which are not considered essential. Other matters related to the stock options shall be decided on by the Board of Directors.
The Company shall be entitled to withdraw the stock options which have not been transferred, or with which shares have not been subscribed for, free of charge, if the stock option owner acts against these terms and conditions, or against the regulations given by the Company on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities.
These terms and conditions have been made in Finnish, in Swedish and in English. In the case of any discrepancy between the Finnish, Swedish and English terms and conditions, the Finnish terms and conditions shall decide.
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.