NOTICE OF ANNUAL GENERAL MEETING AND BOARD'S PROPOSAL TO AGM
Done Solutions Corporation Stock Exchange Release, March 10, 2005, at noon
NOTICE OF ANNUAL GENERAL MEETING AND BOARD'S PROPOSAL TO AGM Done Solutions Corporation's shareholders are hereby summoned to the Annual General Meeting to be held at Markkinointi-instituutti, Töölöntullinkatu 6, FIN- 00250 Helsinki, starting at 10.00 a.m. on Thursday, March 31, 2005. The reception of those registered for the meeting will begin at 9.00 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 Board's proposal for the authorization of the Board to decide to increase the share capital based on rights issues 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 AGM's decision on Board authorization and on the date of the Board's 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 AGM's decision on Board authorization and on the date of the Board's 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 share's 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 Company's 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 Company's 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. 3. The Board's proposal to eliminate Article 14 from the Articles of Association The Board proposes that the Articles of Association be altered so that Article 14, Share Redemption Obligation, be removed. Display of Documents The financial statements and the Board's proposals discussed in Items 2 and 3 are available for shareholders' inspection at the corporate head office, Tukholmankatu 2, Helsinki, as from Thursday March 24, 2005. 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. Auditor According to the Articles of Association, the Auditor is elected until further notice. The Board proposes that the Company's present Auditor, Deloitte & Touche Oy, also continues as Auditor in 2005. Attending the AGM Shareholders who have been registered with the Company's shareholder register, maintained by the Central Securities Depository Ltd., by Monday March 21, 2005, and who have registered for the Annual General Meeting by Thursday, March 24, 2005 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 2 p.m., Thursday, March 24, 2005, by either mail addressed to Done Solutions Corporation, Pia Kopponen, Tukholmankatu 2, FIN-00250 Helsinki, or by fax +358 20 525 3303, or by e-mail to pia.kopponen@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 2004. Helsinki, March 10, 2005 BOARD OF DIRECTORS For further information, please contact: Pekka Pystynen, President and CEO, tel. +358 (0)205 253427, gsm +358 (0)50 0508 962, pekka.pystynen@donesolutions.com http://www.donesolutions.com Distribution Helsinki Exchanges Major media With its shares having been quoted on the Helsinki Stock Exchange's NM List since 2001, Done Solutions is organized into the three following business units: Done Logistics provides comprehensive logistics systems, based on automated materials- handling and supporting information systems; Providor Logistics specializes in distribution and warehousing services; and Done Information provides multilingual documentation services. The Group's largest customers are based in the Nordic countries, Central Europe and the United States.