Invitation to the Annual General Meeting of shareholders
Tecnomen Corporation STOCK EXCHANGE ANNOUNCEMENT
23 February 2005 at 8.30 a.m.
INVITATION TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The shareholders of Tecnomen Corporation are invited to the Annual General
Meeting of Shareholders which is to be held on Wednesday, March 16, 2005 at 3
p.m., in Adams-Sali, Erottajankatu 15-17, Helsinki. Registration for the meeting
begins at 2 p.m.
The following matters are on the agenda of the Annual General Meeting of
Shareholders:
1) Matters to be submitted to the Annual General Meeting of Shareholders pursuant
to Section 14 of the Articles of Association
2) Authorisation of Board of Directors to dispose of the company's own shares
The Board of Directors of Tecnomen Corporation proposes that the Annual General
Meeting of Shareholders authorise the Board to dispose of all the company's own
shares acquired under the authorisation given to the Board or otherwise in the
possession of the company. 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.
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 scheme, or otherwise for resale issuance or for
invalidation in a manner and to an extent to be decided by the Board. Shares may
be disposed of for other consideration than cash. It is not proposed that the
authorisation include the right to dispose of shares to the company's insiders.
The authorisation will be effective for one year from the decision of the Annual
General Meeting of Shareholders.
It is proposed that 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, be cancelled.
3) Authorisation of Board of Directors to raise the company's share capital by
issuing new shares and/or convertible bonds and/or stock options
The Board of Directors of Tecnomen Corporation proposes that the Annual General
Meeting of Shareholders authorise the Board to decide to raise 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 7 518515 shares, and the company's share capital may rise by at most a
total of EUR 601,481.20.
The Board proposes that the authorisation include the right to disapply the
shareholders' pre-emptive rights - as stated in the 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.
The Board may disapply shareholders' pre-emptive rights 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
set up a remuneration or incentive scheme for the company.
The Board is authorised to decide on those who are entitled to subscribe, but the
decision may 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.
The authorisation is effective for one year from the decision of the Annual
General Meeting of Shareholders.
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 of Shareholders on 24 March
2004, be cancelled.
4) Payment of dividend
The Board of Directors proposes that no dividend be paid for the financial period
that ended on 31 December 2004 and that the profit for the year be transferred to
the retained earnings account.
5) Election of auditor
The Board of Directors of Tecnomen Corporation proposes, in accordance with the
proposal of the Audit Committee, that KPMG Oy Ab, Authorised Public Accountants,
continue as the company's auditors, with Sixten Nyman, APA, who has given his
consent, as responsible auditor
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 9, 2005 at the company's Head Office at
the address Finnoonniitynkuja 4, 02270 Espoo. The Annual Report or 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 4, 2005 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 of Shareholders and who have
notified the company by 3 p.m. on March 9, 2005, may attend the Annual General
Meeting of Shareholders. A nominee registered shareholder can be temporarily
entered in the company's Shareholder Register. Nominee registered shareholders
should contact their asset manager in good time, before March 4, 2005, for
temporary registration.
Registration
Shareholders wishing to attend the Annual General Meeting of Shareholders and
exercise their voting rights shall notify the company by 3 p.m. on Wednesday,
March 9, 2005. Shareholders can register either:
i) by a letter to Tecnomen Corporation, Annual General
Meeting of Shareholders, P.O. Box 93, FIN-02271 Espoo, Finland
ii) by telephone, +358 9 8047 8767,
iii) by telefax, +358 9 8047 8212 or
iv) by e-mail to info@tecnomen.com.
Letters authorising a proxy to exercise voting rights shall be sent by post to
the above address. Notification and letters of authorisation must reach the
company before the end of the notification period.
Espoo, February 15, 2005
TECNOMEN CORPORATION
The Board of Directors
FURTHER INFORMATION
Kristiina Hoppu, Director, Legal Affairs & Human Resources, Tecnomen Corporation,
tel. +358 9 8047 8310
Tuija Kerminen, Executive Assistant, Tecnomen Corporation,
tel. + 358 9 8047 8767
DISTRIBUTION
Helsinki Exchanges
Main media
