DECISIONS BY THE ANNUAL GENERAL MEETING
Done Solutions Corporation
Stock Exchange Release, April 2, 2008, at 6:00 p.m.
DECISIONS BY THE ANNUAL GENERAL MEETING
Done Solutions Corporation's (Done) Annual General Meeting (AGM) on April 2,
2008 made the following decisions:
1. Financial statements, Board of Directors and auditors
The AGM adopted the financial statements and discharged the members of the
Board of Directors and the President and CEO from liability for the financial
period of January 1-December 31, 2007.
The AGM re-elected Jyri Merivirta, Matti Nevalainen and Pekka Tammela members
of Done's Board of Directors. After the AGM the Board of Directors elected at
their assembly meeting on April 2, 2008 Jyri Merivirta as the Chairman of the
Board.
The AGM elected PricewaterhouseCoopers Oy, Authorized Public Accountants,
Done's auditor, with Juha Tuomala, Authorized Public Accountant, acting as the
regular auditor.
Based on the AGM's decision, the remuneration payable to the company's auditors
will be based on an accepted invoice submitted by them to the company. The AGM
also decided that the remuneration of the Chairman of the Board will be EUR
5,000 monthly and that of other members, EUR 3,000 monthly. There will be no
remuneration to Board members who own at least 5 percent of Done Solutions
Corporation's shares either themselves or through a company of which they own
at least 50 percent. Travel expenses will be paid according to company travel
instructions.
2. Annual results and dividend distribution
The AGM approved the proposal by the Board of Directors for the allocation of
the profit of EUR 2,468,492.04 for the financial period to be entered in
retained profit, and a per-share dividend of EUR 0.04 totalling EUR
3,044,623.76 to be paid for the financial year 2007. Dividends will be paid to
shareholders who will have registered in the Company's Shareholder Register,
maintained by Finnish Central Securities Depository Ltd, by the dividend record
date on April 7, 2008. The dividend payment date will be April 14, 2008.
3. Board authorization to decide to buy back own shares (treasury shares)
The AGM authorized the Board, with cancelling the previous authorization of
6,643,648 shares, to decide to buy back a maximum of 7,593,648 own shares using
Company unrestricted equity, in which case any buyback will reduce the amount
of Company distributable earnings.
The Company may buy back shares in order to develop its capital structure,
finance and implement any corporate acquisitions or other transactions,
implement share-based incentive plans, or otherwise dispose of or cancel them.
The Company may buy back shares, based on
a) A bid submitted to all shareholders on equal terms and conditions in
proportion to their current holdings in Company shares and at the same price,
decided by the Board of Directors; or
b) Public trading on marketplaces, whose rules and regulations allow the
Company to trade in its shares. In such a case, the Company buys back shares in
proportion, other than its shareholders' holdings in Company shares.
The authorization is valid until April 30, 2009.
4. Board authorization to decide on a share issue and grant special rights
related to shares
The AGM authorized the Board, with cancelling the previous authorization up to
the unused amount, to decide to issue a maximum of 30,000,000 shares or to
grant special rights (including stock options) entitling to shares, under §1 of
Section 10 of the Companies Act, in one or several tranches.
This authorization is used to finance and implement any prospective corporate
acquisitions or other transactions, to implement the Company's share-based
incentive plans or for other purposes determined by the Board.
The authorization also grant the Board the right to decide on all terms and
conditions governing said share issue and the granting of said special rights,
including subscribers or the grantees of said special rights and the payable
consideration. Consequently, the authorization includes the right to carry out
a private placement on conditions specified by law. The authorization includes
both the right to issue new shares and to dispose possible own shares owned by
the company.
The authorization is valid until April 30, 2010.
Done Solutions Corporation
Olli-Pekka Salovaara
President and CEO
For further information, please contact:
Olli-Pekka Salovaara, President and CEO, gsm +358(0)40 5675520
olli-pekka.salovaara@donesolutions.com
http://www.donesolutions.com
Distribution
Helsinki Stock Exchange
Financial Supervision Authority
Major media
Done Solutions Corporation, listed on the OMX Helsinki Stock Exchange, is the
parent company of Done Group. Done's subsidiaries focus on the provision of
advanced Finnish specialist expertise and export-based operations.