BOARD?S PROPOSAL TO ANNUAL GENERAL MEETI
Done Solutions Corporation Stock Exchange Release, March 17, 2004, 3:00 p.m.
BOARDS PROPOSAL TO ANNUAL GENERAL MEETING 1. Board of Directors proposal for the reduction of the Companys registed share capital The Board of Directors proposes to the AGM held on March 26, 2004 that the Companys registered share capital be reduced, for no consideration, of EUR 7,420,122.60 by EUR 3,462,723.88, based on the reduction of a shares book counter value, with the result that the new reduced share capital to be registered totals EUR 3,957,398.72, consisting of 49,467,484 shares, with each share carrying a book counter value of EUR 0.08. Following the reduction of the companys registered share capital the shares book counter value will be reduced from EUR 0.15 to EUR 0.08. The Board proposes that the EUR 3,462,723.88 corresponding to the value of reduction be used for immediately covering the loss indicated by the adopted balance sheet according to Subchapter 1 of Chapter 6 Clause 1 in Companies Act. As a result of the share capital reduction, the Companys restricted shareholders equity will reduce by EUR 3,462,723.88 to EUR 3,957,398.72. The said reduction of share capital for no consideration by reducing the shares book counter value will not require shareholders to take any measures. The changes in the share capital and the shares book counter value will take effect through registration. 2. The Board of Directors proposal for amending the terms of the stock- option scheme The Board of Directors proposes to the AGM held of March 26, 2004 that the terms of the stock-option scheme be amended decided by the AGM on April 12, 2002, in case the share capital reduction will be implemented, in such a way that the stock options under the said stock- option scheme will entitle their holders to subscribe for the companys shares, with with each share carrying a book counter value of EUR 0.08. 3. The Board of Directors proposal for the authorization of the Board of Directors to decide, within one year following the AGM, to issue convertible bonds and/or stock options and/or increase share capital The Board of Directors proposes to the AGM that the Board of Directors be authorized to decide, within one year following the AGM, to issue convertible bonds and/or stock options and/or increase share capital through one or more issues in such a way that the votes entitled by shares to be issued correspond to a maximum of one-fifth of the votes of the shares registered with the Trade Register on the date of the AGMs decision on Board authorization and on the date of the Boards decision of the increase and that the total share capital increase accounts for a maximum of one-fifth of the share capital registered with the Trade Register on the date of the AGMs decision on Board authorization and on the date of the Boards decision of the increase. By virtue of the authorization, the Board of Directors has the right to deviate from the shareholders pre-emptive right to subscribe for new shares, convertible bonds or stock options, and decide on the subscription price, which must not be less than a shares counter book value, and other subscription terms and the terms governing convertible bonds and stock options. It is possible to deviate from the pre-emptive right, provided that the Company has a cogent reason for the departure from the said right, such as financing corporate acquisitions and development projects necessary for the Companys business, strengthening financial structure, enabling business cooperation in various forms, expanding shareholder base, incentivizing personnel or other business development. The Board of Directors must not deviate from the pre-emptive right in favor of anyone belonging to the Companys immediate circle. Whenever the Company increases its share capital through a rights issue, the Board of Directors has the right to decide that shares be subscribed against contribution in kind or by other means on certain conditions or by exercising the right of setoff. Helsinki, March 17, 2004 Done Solutions Corporation Board of Directors For further information, please contact: Kari Åkman, President and CEO, tel. + 358 (0)205 253427, gsm +358 40 586 5927, kari.akman@donesolutions.com http://www.donesolutions.com Distribution Helsinki Exchanges Major media With its shares having been quoted on the Helsinki Exchanges NM list since 2001, the company is organized into three business areas: Done Logistics provides comprehensive logistics systems, based on automated materials handling and supporting information systems. Providor Logistics provides distribution and warehousing services. Done Information provides multilingual documentation services and software solutions. Done Solutions Corporation operates in selected industries in the Nordic countries, Central Europe and the United States.