INVITATION TO THE ANNUAL GENERAL MEETING
Tecnomen Corporation STOCK EXCHANGE RELEASE
23 February 2006 at 8.30 a.m.
INVITATION TO THE ANNUAL GENERAL MEETING
The shareholders of Tecnomen Corporation are invited to the Annual General
Meeting which is to be held on Wednesday, March 15, 2006 at 4 p.m., in Adams-
Sali, Erottajankatu 15-17, Helsinki. Registration for the meeting begins
at 3 p.m.
The following matters are on the agenda of the Annual General Meeting:
1) Matters to be resolved by the Annual General Meeting pursuant to the Article
14 of the Articles of Association of the Company.
2) Dividend proposal
The Board of Directors proposes that dividend of EUR 0.02 per share be
distributed from the financial year 2005. The dividend shall be paid to
shareholders who are registered in the register of shareholders maintained by
the Finnish Central Securities Depository on the dividend record date 20 March
2006. The Board of Directors proposes to the Annual General Meeting that the
dividend be paid on 27 March 2006.
3) Election of auditor
In accordance with the proposal of the Audit Committee, the Board of Directors
proposes that KPMG Oy Ab, corporation of Authorised Public Accountants,
continues as the Company's auditor. The auditor has given its consent for the
re-election.
4) Decrease of share premium fund
The Board of Directors proposes to the Annual General Meeting that the
Company's share premium fund be decreased according to following terms:
1. The share premium fund be decreased by a maximum of 66,177,792 euros.
2. From the aggregate amount of the decrease a minimum of 5,817,398 euros
and a maximum of 6,003,928 euros be distributed to the shareholders as a return
of invested restricted capital in proportion to each shareholders ownership in
the Company so that the shareholders are returned 0.10 euros per each share of
the Company. The number of shares on the record date of the returning of the
funds determines the exact amount of the funds to be returned to the
shareholders as a result of decreasing the share premium fund. To the extent
the funds are not distributed to the shareholders as a return of invested
capital, the amount of the decrease of the share premium fund is transferred to
a fund belonging to the Companys non-restricted equity.
3. An advance ruling on the tax effects of the partial return of invested
capital has been sought from the Uusimaa Regional Tax Office and the Board of
Directors proposal to decrease the share premium fund by returning restricted
capital to shareholders is conditional upon obtaining a favourable advance
ruling from the Tax Office.
4. In addition the decrease of the share premium fund to distribute the
funds in part to the shareholders as well as to transfer the funds to a fund in
non-restricted equity are conditional upon obtaining the permission of the
National Board of Patents and Registration, as stipulated in Chapter 6, Section
5 of the Finnish Companies Act. The permission from the National Board of
Patents and Registration can be expected to be received approximately within
five to six months after the decision by the Annual General Meeting.
5. The decision to decrease the share premium fund will conclusively come
into effect only on the day the National Board of Patents and Registration
gives its permission. The Board of Directors will convene soonest after the
permission has been received and is authorized to decide on the record date of
the distribution of the funds to the shareholders and on the date of payment of
the funds to the shareholders. The aim is to set the dates as close as possible
to the date of the permission. The funds will be distributed to the
shareholders who are listed in the shareholders register maintained by the
Finnish Central Securities Depository on the above mentioned record date.
6. The Companys shares will not be nullified or redeemed in connection with
the decrease of the share premium fund. Therefore, the decrease of the share
premium fund and the distribution of the funds to the shareholders as well as
the transfer of funds to a fund in non-restricted equity do not affect the
number or the nominal value of shares or the distribution of voting rights in
the Company. As a result of the decrease of the share premium fund, the
Companys and groups equity will decrease by a minimum of 5,817,398 euros and
maximum of 6,003,928.
7. In connection with the returning of capital, the Board of Directors
proposes that the subscription price per share of shares to be subscribed
according to the stock option program of year 2002 be decreased with 0.10 euros
per each option right on the record date of the distribution of the funds to
the shareholders, however, so that the subscription price is always at least
the nominal value of the Tecnomen share. The adjustment of the subscription
price per share of the stock option program of year 2002 is conditional upon
the decrease of the share premium fund for the distribution of funds to the
shareholders being completed in accordance with the proposal of the Board of
Directors.
8. The Board of Directors will decide on all the practical matters
concerning the decrease of the share premium fund, the distribution of funds
and the transfer of funds to a fund in non-restricted equity.
Grounds for the proposal to decrease the share premium fund:
According to the current growth plans, the Companys needs of
growth can be financed with cash flow. As grounds for the
decrease is also aim to obtain more efficient capital structure.
5) Authorisation of the Board of Directors to decide on acquisition of own
shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on acquisition of a maximum of 5,817,397 own
shares. After the acquisition, the aggregate nominal value of the shares or the
votes attached to the shares, together with the own shares already in the
possession of the Company or its subsidiaries, may not exceed 10 per cent of
the registered share capital of the Company or votes attached to all shares.
The acquisition of shares can be financed only with distributable funds and the
acquisition will decrease the Company's distributable non-restricted equity.
The shares can be acquired from shareholders in deviation from the proportional
ownership of the shareholders through public trade arranged by the Helsinki
Stock Exchange. The shares will be acquired at the market price in public trade
prevailing on the date of acquisition. The purchase price for the shares shall
be paid to the sellers within the time limit set forth in the Rules of the
Helsinki Stock Exchange and the Finnish Central Securities Depository.
Own shares can be acquired for the purpose of developing the capital structure
of the Company, to be used in financing corporate acquisitions or for other
arrangements to develop the business of the Company, to be used as a part of
the Company's incentive and remuneration schemes or to be otherwise disposed of
or nullified in the extent and manner decided by the Board of Directors. The
Board of Directors will decide on other terms of acquisition of own shares.
As the maximum number of shares to be acquired, together with the shares
already in the possession of the Company, is less than 10 % of the total number
of shares and the voting rights related thereto, the acquisition will have no
significant effect on the distribution of ownership and voting rights in the
Company.
The authorisation will be effective for one year from the decision of the
Annual General Meeting.
6) Authorisation of the Board of Directors to decide on disposing of own shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board to decide on disposing of Company's own shares. The authorisation shall
cover all shares acquired under the authorisations given to the Board or
otherwise already in the possession of the Company. Consequently, by virtue of
this authorisation, maximum of 5,952,197 shares can be disposed of. The
authorisation includes the right to decide to whom and in which order the own
shares are disposed of as well as the right to deviate from the shareholders'
pre-emptive subscription rights when disposing of the shares, provided that
from the viewpoint of the Company there is a valid economic reason for the
deviation. The authorisation includes the right to determine the criteria for
the setting of the selling price. The shares can also be disposed of in public
trade arranged by the Helsinki Stock Exchange or against other than money
consideration. The authorisation does not include the right to dispose of
shares for the benefit of persons belonging to the Companys inner circle.
The shares can be disposed of as consideration in possible corporate
acquisitions, used to carry out and finance other arrangements and investments
related to the development of Companys business, used as a part of the
Company's incentive and remuneration schemes in the extent and manner decided
by the Board of Directors. The Board of Directors will decide on other terms of
disposing of own shares.
The authorisation will be effective for one year from the decision of the
Annual General Meeting.
It is proposed that the authorisation to dispose of the Companys own shares,
given to the Board of Directors at the Annual General Meeting on 16 March 2005
be cancelled.
7) Authorisation of the Board of Directors to increase the Company's share
capital by issuing new shares and/or convertible bonds and/or stock options
The Board of Directors proposes that the Annual General Meeting authorise the
Board to decide to increase the share capital 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 11,661,755
shares and the Company's share capital may be increased by at most 932,940.40
euros.
The Board proposes that the authorisation include the right to deviate from the
shareholders' pre-emptive subscription rights - as stated in Chapter 4, Section
2 of the Companies Act - to subscribe for new shares, convertible bonds and/or
stock options, and the right to determine the criteria for the setting of the
subscription price and the right to set the subscription price as well as the
right to determine the terms for subscription of new shares and the terms of
convertible bonds and/or share options. The subscription price may not,
however, be less than the nominal value of the shares.
The Board may deviate from the shareholders pre-emptive subscription rights if
it is justified due to a valid economic reason from the viewpoint of the
Company, such as carrying out corporate acquisitions or other arrangements
related to developing the Company's business operations, financing investments,
reinforcing the Company's capital structure, covering the social security costs
arising from share options, or establishing a remuneration or incentive scheme
for the Company.
The Board is authorised to decide who are entitled to subscribe, but the
decision may not be made so that it benefits persons belonging to the Company's
inner circle. In addition, the Board is authorised to decide that in issue of
new shares, convertible bonds or share options the subscription may be made in
kind, by using the right to set-off or according to other specific conditions.
The authorisation is effective for one year from the decision of the Annual
General Meeting.
It is proposed that 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 on 16 March 2005 is
cancelled.
8) Proposal concerning the issue of stock options
The Board of Directors proposes that stock options be issued by the General
Meeting to the key personnel of the Tecnomen Group, as well as to a wholly
owned subsidiary of Tecnomen Corporation by deviating from the shareholders
pre-emptive subscription rights. It is proposed that the shareholders pre-
emptive subscription rights be deviated from since the stock options are
intended to form a part of the incentive and commitment program for the key
personnel. The purpose of the stock options is to encourage the key personnel
to work on a long-term basis to increase shareholder value. The purpose of the
stock options is also to commit the key personnel to the Company.
The maximum total number of stock options issued shall be 2,001,000. The stock
options entitle to subscribe for a maximum total of 2,001,000 shares in the
Company. Of the stock options, 667,000 shall be marked with the symbol 2006A,
667,000 shall be marked with the symbol 2006B and 667,000 shall be marked with
the symbol 2006C. The stock options shall be gratuitously distributed, by the
resolution of the Board of Directors, to the key personnel employed by or to be
recruited by the Group. Upon issue, those stock options that are not
distributed to the key personnel shall be granted to Tecnomen Japan Oy, a
wholly owned subsidiary of Tecnomen Corporation.
The share subscription price for stock options 2006A shall be the trade volume
weighted average quotation of the Company share on the Helsinki Stock Exchange
during 1 January 31 March 2006, for stock options 2006B the trade volume
weighted average quotation of the Company share on the Helsinki Stock Exchange
during 1 January 31 March 2007 and for stock options 2006C the trade volume
weighted average quotation of the Company share on the Helsinki Stock Exchange
during 1 January 31 March 2008. From the share subscription price of stock
options shall, as per the dividend record date, be deducted the amount of the
dividend decided after the beginning of the period for determination of the
subscription price but before share subscription.
The share subscription period shall be: for stock options 2006A, 1 April 2007
30 April 2010, for stock options 2006B, 1 April 2008 30 April 2011 and for
stock options 2006C, 1 April 2009 30 April 2012.
As a result of the share subscriptions with the 2006 stock options, the share
capital of the Company may be increased by a maximum total of EUR 160,080 and
the number of shares by a maximum total of 2,001,000 new shares.
Some of the people entitled to the stock options belong to the inner circle of
the Company. The maximum total share ownership of these people is 0,14 % of the
Companys shares and voting rights of the shares at the moment.
The stock options now issued can be exchanged for shares constituting a maximum
total of 3.3% of the Companys shares and voting rights of the shares after the
potential share capital increase.
The detailed proposal for the new incentive scheme of the Company is available
in Tecnomens website at www.tecnomen.com.
Documents available
Financial statements, the proposals of the Board of Directors, and other
documents as required by the Companies Act will be available for inspection by
the shareholders as from Wednesday March 8, 2006 at the Companys Head Office
at the address Finnoonniitynkuja 4, 02270 Espoo. The copies of the documents
will be sent to shareholders upon request (info@tecnomen.com, tel. +358 9 8047
8767).
Right to attend
Shareholders who are registered on Friday March 3, 2006 in the register of
shareholders maintained by the Finnish Central Securities Depository Ltd or who
according to Chapter 3 a, Section 4, paragraph 2 of the Companies Act, have the
right to participate in the Annual General Meeting, may attend the Annual
General Meeting.
A nominee registered shareholder can be temporarily entered in the Companys
Shareholder Register. Nominee registered shareholders should contact their
asset manager in good time, before March 3, 2006, for temporary registration.
Registration
Shareholders wishing to attend the Annual General Meeting and exercise their
voting rights shall notify the Company by 3 p.m. on Wednesday, March 8, 2006.
Shareholders can register either:
- by a letter to Tecnomen Corporation, Annual General Meeting, P.O. Box 93,
FIN-02271 Espoo, Finland
- by telephone, +358 9 8047 8767, 10 a.m. 3 p.m. on weekdays
- by telefax, +358 9 8047 8212 or
- by e-mail to info@tecnomen.com.
Notification must reach the company before the end of the notification period.
Shareholders wishing to be represented by proxy should submit the proxy by
post to the above mentioned address before the above deadline.
Espoo, February 13, 2006
TECNOMEN CORPORATION
The Board of Directors
FURTHER INFORMATION
Kristiina Hoppu, Director, Legal Affairs & Human Resources,
Tecnomen Corporation, tel. +358 9 8047 8310
Tuija Kerminen, Tecnomen Corporation, tel. + 358 9 8047 8767
DISTRIBUTION
Helsinki Exchanges
Main media
