DECISIONS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF TECNOMEN CORPORATION
Tecnomen Corporation STOCK EXCHANGE RELEASE
16 March 2005 at 5.45 p.m.
DECISIONS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF TECNOMEN CORPORATION
The Annual General Meeting of Shareholders of Tecnomen Corporation held on
16 March 2005 approved the income statement and balance sheet for 2004 as well
as the consolidated income statement and balance sheet and discharged the Board
of Directors and President from liability for the 2004 financial year.
The Annual General Meeting of Shareholders decided, in accordance with
the Board proposal, not to pay a dividend for 2004.
The period of office of Tecnomen's current Board of Directors ends in 2007.
The Board members are Lauri Ratia, Lars Hammarén, Carl-Johan Numelin, Keijo Olkkola,
Christer Sumelius and Timo Toivila. At the preliminary meeting of the Board,
Lauri Ratia was elected to continue as Chairman and Carl-Johan Numelin as Vice
Chairman of the Board. KPMG Oy Ab, Authorised Public Accountants, will continue
as the company's auditors, with Sixten Nyman, APA, as responsible auditor, until
the end of the following Annual General Meeting of Shareholders.
Disposal of the company's own shares
The Annual General Meeting of Shareholders approved the Board's proposal on
disposing of the company's own shares with the following terms and conditions:
a) The authorisation covers the disposal of all the company's own shares
already in the possession of the company and/or acquired under the
authorisation given to the Board. The authorisation includes the right to
decide on the parties to whom the company's shares are to be disposed and
with what priority, the right to disapply shareholders' pre-emptive rights
of subscription when disposing of the shares, and the right to determine the
criteria for setting the selling price. The shares can also be disposed of
in public trading on the Helsinki Exchanges.
b) The company's own shares can be disposed of to be used as consideration in
company acquisitions, in purchasing assets relating to the company's
business operations or in carrying out other arrangements to develop the
company's business, in consolidating the company's capital structure, to
cover the social security costs arising from stock options, or as part of
the company's remuneration or incentive schemes, or otherwise for resale
issuance or for invalidation in a manner and scope to be decided by the
Board. The authorisation does not include the right to dispose of shares to
the company's insiders.
c) The authorisation will be effective for one year from the decision of the
Annual General Meeting of Shareholders. The authorisation to dispose of the
company's own shares given to the Board of Directors at the Annual General
Meeting of Shareholders on 24 March 2004, was cancelled.
Raising the company's share capital by issuing new shares and/or convertible
bonds and/or stock options
The Annual General Meeting of Shareholders approved the Board's proposal on
increasing the company's share capital by issuing new shares and/or convertible
bonds and/or stock options with the following terms and conditions:
a) The share capital may be increased by issuing new shares, and/or
convertible bonds and/or stock options in one or more issues. The number of
new shares through share issuance or subscription of shares in exchange for
the convertible bonds or pursuant to the stock options may be at most
7,518,515 shares, and the company's share capital may rise by at most a
total of EUR 601,481.20.
b) The authorisation includes the right to disapply the shareholders' pre-
emptive rights - as stated in Chapter 4, Section 2 of the Companies Act - to
subscribe to new shares, convertible bonds and/or stock options, and the
right to determine the criteria for setting the subscription price and to
set the subscription price, to determine the terms for subscription of new
shares and the terms of convertible bonds and/or share options. The
subscription price may not be less than the nominal value of the share.
c) The pre-emptive rights of existing shareholders may be disapplied if it is
justified by some weighty financial consideration from the company's
perspective, such as to carry out company acquisitions or other arrangements
to develop the company's business operations, to finance investments, to
reinforce the company's capital structure, to cover the social security
costs arising from share options, or to create a remuneration or incentive
scheme for the company.
d) The Board may decide on those who are entitled to subscribe the new shares,
but the decision must not be made so that it benefits the company's
insiders. In addition, the Board may decide that subscription to an issue of
new shares, convertible bonds or share options may be in kind, may use the
right of set-off or may be on other specific conditions.
e) The authorisation will be effective for one year from the decision of the
Annual General Meeting of Shareholders. The authorisation to increase the
company's share capital by issuing new shares and/or convertible bonds
and/or stock options given to the Board of Directors at the Annual General
Meeting of Shareholders on 24 March 2004, was cancelled.
TECNOMEN CORPORATION
Board of Directors
FURTHER INFORMATION
Mr Lauri Ratia, Chairman of the Board, tel. +358 20 447 7375
Mr Jarmo Niemi, President and CEO, tel. +358 9 8047 8799
DISTRIBUTION
Helsinki Exchanges
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