NOTICE OF ANNUAL GENERAL MEETING
Done Solutions Corporation
Stock Exchange Release, March 5, 2004, 1:30 p.m.
NOTICE OF ANNUAL GENERAL MEETING
Done Solutions Corporations shareholders are hereby summoned to the
Annual General Meeting to be held at Taitotalo Kongressikeskus,
Valimotie 8, FIN00380 Helsinki, starting at 11.00 a.m. on Friday,
March 26, 2004. The reception of those registered for the meeting will
begin at 10.00 a.m.
Items on the Agenda:
1. Issues to be dealt with by the Annual General Meeting, under Article
12 of the Articles of Association.
2. The Boards proposal for the reduction of the companys registered
share capital, 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. 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. 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.
3. The Board of Directors proposal to the Annual General Meeting to
authorize the Board of Directors to decide, within one year following
the AGM, to issue convertible bonds and/or stock options, and 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.
4. The Boards proposal for amending the terms of the stock-option
scheme decided by the AGM on April 12, 2002, in case the share capital
reduction described in Item 2 of Notice of Annual General Meeting 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.
Display of Documents
The financial statements and the Boards proposals discussed in Items 1
and 2 are available for shareholders inspection at the corporate head
office, Tukholmankatu 2, Helsinki, as from Friday March 19, 2004. The
Company will send copies of the documents to shareholders upon request.
The Annual Report to be published, and available at
www.donesolutions.com, in week 13, will be sent to shareholders upon
request.
Attending the AGM
Shareholders who have been registered with the Companys shareholder
register, maintained by the Central Securities Depository Ltd., by
Tuesday March 16, 2004, and who have registered for the Annual General
Meeting by Monday, March 22, 2004 as stated below, are entitled to
attend the Annual General Meeting.
Registration for the AGM
A shareholder who is entitled to attend the Annual General Meeting as
specified above and wishes to exercise his/her voting right at the
meeting must register for the meeting by 4 p.m., Monday, March 22,
2004, by either mail addressed to Done Solutions Corporation, Marketta
Jämsä, Tukholmankatu 2, FIN00250 Helsinki; or by fax +358 20 525
3303, or by e-mail to marketta.jamsa@donesolutions.com. Letters, faxes
and e-mail messages must reach the Company by the deadline stated
above. Any proxies, which entitle their holders to exercise the
shareholders voting right at the AGM, must be submitted to the Company
prior to the said deadline.
Payment of Dividend
The Board of Directors has decided to propose to the Annual General
Meeting that no dividend shall be paid for 2003.
Helsinki, March 5, 2004
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.