NOTICE OF ANNUAL GENERAL MEETING
Done Solutions Corporation March 26, 2009 at 6.10 p.m.
Stock Exchange release
NOTICE OF ANNUAL GENERAL MEETING
Done Solutions Corporation's shareholders are invited to attend the Annual
General Meeting (AGM) to be held at Palace Hotel, Eteläranta 10, 00130
Helsinki, on Wednesday, April 15, 2009 starting at 4:00 p.m. The reception of
those registered for the meeting will begin at 3:00 p.m.
Items on the AGM's agenda:
1.Matters to be decided by the AGM according to Section 10 of the Articles of
Association
2.Discussion of annual results and dividend distribution
The Board of Directors proposes to the AGM that a per-share dividend of EUR
0.02 be paid for the financial year 2008 prior to the reverse share split
referred to under section 5. Dividends will be paid to shareholders who will
have registered in the Company's Shareholder Register, maintained by Euroclear
Finland, by the dividend record date on April 20, 2009. The Board of Directors
proposes that the dividend payment date be April 27, 2009.
3. Board authorization to decide to buy back own shares (treasury shares)
The Board of Directors proposes that the AGM cancel the previous authorization
to buy back 7,593,648 own shares and authorize the Board to decide to buy back
a maximum of 7,683,973 own shares using Company unrestricted equity, in which
case any buyback will reduce the amount of Company distributable earnings.
Should the reverse share split referred to in section 5 below be approved, the
number of shares under the authority granted shall be changed correspondingly.
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
a proportion other than its shareholders' holdings in Company shares. The Board
proposes that the authorization be valid until April 30, 2010.
4. Board authorization to decide on a share issue and grant special rights
related to shares
The Board of Directors proposes that the AGM cancel any previous authorizations
- provided they have not been exercised - and authorize the Board 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. Should the reverse share split referred to in
section 5 below be approved, the number of shares under the authority granted
shall be changed correspondingly.
The Board proposes that this authorization be 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 Board proposes that 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. The authorization includes the right to
issue shares, notwithstanding the special rights of shareholders, as a private
placement. The Board authorization shall cover new share issues and the
disposal of any own shares held by the Company.
The Board proposes that the authorization be valid until April 30, 2010.
5. Board proposal regarding reverse share split provided for in chapter 15,
section 9 of the Limited Liability Companies Act and the related share
redemption in a proportion other than shareholders' holdings
The Board proposes that the number of company shares be decreased without
decreasing the share capital by means of a reverse share split which would
merge five (5) existing shares into one (1) new share as provided for in
chapter 15, section 9 of the Limited Liability Companies Act, and in accordance
with the procedure specified therein. This procedure would entail the company
redeeming from each shareholder a number of shares determined in line with a
redemption ratio of 4/5. Redeemed shares will be annulled. The number of shares
to be redeemed from a shareholder must be an integer, therefore the number to
be redeemed would, if necessary, be rounded up to the nearest integer. The
redemption would be carried out without compensation, with the exception of the
payment based on rounding referred to in Chapter 15, section 9 of the act. The
redemption would be carried out as specified in the section referred to above
in a proportion other than the shareholders' holdings. The purpose of the
reverse share split is to improve share trading conditions and price formation,
and to increase the value of individual shares.
Other matters related to the proposal, such as the proposed record date for the
reverse share split, will be detailed later.
Should this proposal be approved, the number of shares under the authorities
referred to in sections 3 and 4 above shall change such that, subsequent to the
reverse share split:
• the authority to buy back shares cited under sections 3 and 4 shall affect a
maximum of 1,536,795 shares and,
• the authority to issue shares and that related to the granting of special
rights cited under section 5 shall affect a maximum of 6,000,000 shares.
6. Amendments to the Articles of Association
The Board of Directors proposes that articles 1 and 2 of the Articles of
Association be amended as follows:
1§ Company name and domicile
The company name is Revenio Group Oyj in Finnish, Revenio Group Abp in Swedish,
and Revenio Group Corporation in English. The company is domiciled in Vantaa.
2§ Line of business
The company is the parent company of a conglomerate, and provides the related
support, consultation, information, information technology, marketing,
financing, administrative and expert services. The company may engage in
business activities in its line of business either directly or through
subsidiaries. It may also trade in real property and securities, and own and
control securities.
Financial statements and Board proposals
The financial statements and the above Board proposals will be available for
shareholders' inspection at the Company headquarters at Äyritie 12 B, Vantaa,
as well as the company's website at www.donesolutions.com, from Wednesday April
8, 2009. Copies will be sent to shareholders upon request.
Right to attend the AGM
Shareholders included in the Company's shareholder register (including the
owners of nominee registered shares) maintained by Euroclear Finland Oy, by
Friday March 3, 2009 and registered for the AGM by Wednesday April 8, 2009, are
entitled to attend the meeting.
Registration
Any shareholder who is entitled to attend the AGM as specified above and wishes
to exercise his/her voting right at the meeting, should register for the
meeting no later on Wednesday April 8, 2009 by 4:00 p.m. at the company website
at www.donesolutions.com/Done/News_yhtiokokouskutsu.htm, or by letter addressed
to Done Solutions Corporation, Laura Temmes-Shava, Äyritie 12 B, 01510 Vantaa;
or by fax +358 20 525 3301, or by e-mail to
laura.temmes-shava@donesolutions.com. Registrations must arrive before the
registration period ends. We request that any proxies, which entitle holders to
exercise the shareholders' voting right at the AGM, are delivered to the
Company before the registration period ends. Owners of nominee registered
shares are advised to request, from their asset managers, the necessary
instructions concerning registration in the shareholder register, issuing proxy
documents and registering for the Annual Shareholders' Meeting.
Additional information
On the date of the notice of the Annual General Meeting, Done Solutions
Corporation had a total of 76,839,732 shares, each entitling the holder to one
vote.
Helsinki, March 26, 2009
Done Solutions Corporation
Board of Directors
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
NASDAQ OMX Helsinki
Financial Supervision Authority
Major media
Done Solutions Corporation, listed on the NASDAQ OMX Helsinki, is the parent
company of Done Group. Done's subsidiaries focus on the provision of advanced
Finnish specialist expertise and export-based operations.