INVITATION TO THE ANNUAL GENERAL MEETING OF TECNOMEN CORPORATION
Tecnomen Corporation STOCK EXCHANGE RELESE
14 February 2007, 1.00 p.m.
INVITATION TO THE ANNUAL GENERAL MEETING OF TECNOMEN CORPORATION
The shareholders of Tecnomen Corporation are invited to the Annual General
Meeting which is to be held on Wednesday, 14 March 2007 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:
1) Amending the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the Articles
of Association are amended as follows:
a) Article 3 regarding the minimum and maximum share capital and the nomination
value shall be deleted.
b) Provisions regarding the record date determination in Article 4 shall be
deleted.
c) Article 5, section 2 shall be amended so that the Board members' term of
office expires at the end of the Annual General Meeting that follows the
meeting at which they are elected.
d) Article 5, section 3 regarding the age limit for the election of Board
members shall be deleted.
e) The first sentence in Article 5, section 4 shall be amended so that the
Board of Directors will appoint a Chairman and a Vice Chairman from its
midst until the end of the following Annual General Meeting.
f) Article 7 shall be amended so that instead of signing for the company the
term "representing the company" shall be used in accordance with the new
Finnish Companies Act.
g) Article 12 shall be amended so that the invitation to the Annual General
Meeting shall be published no later than seventeen (17) days prior to the
meeting.
h) Article 14, section 1, item 1 shall be amended so that at the Annual General
Meeting the annual accounts, which include the consolidated annual accounts,
and the Board of Director's report shall be presented; and items 3 and 4 so
that at the Annual General Meeting the confirmation of the annual accounts
and the use of the profit shown in the balance sheet shall be decided on.
2) Matters belonging to the Annual General Meeting pursuant to the Articles of
Association and Chapter 5 of the Companies Act
3) Distribution of funds from the unrestricted equity fund
The Board of Directors proposes to the Annual General Meeting that EUR 0.10 per
share is distributed from the unrestricted equity fund to the Company's
shareholders in proportion to their current shareholdings. Funds shall be paid to
a shareholder who is registered in the register of shareholders maintained by the
Finnish Central Securities Depository Ltd on the record date 19 March 2007. The
Board of Directors proposes to the Annual General Meeting that the funds be paid
on 26 March 2007.
In connection with the above distribution of funds, the Board of Directors
proposes that the subscription price of the shares to be subscribed by virtue of
the option rights based on the 2002 and 2006 Option Schemes shall be reduced by
EUR 0.10 per each option right as of the record date of the fund distribution.
4) Authorisation of the Board of Directors to acquire the Company's own shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on acquiring a maximum of 5,800,000 of the Company's
own shares ("Share Acquisition Authorisation").
Own shares shall be acquired with unrestricted shareholders' equity otherwise
than in proportion to the holdings of the shareholders through public trading of
the securities on the Helsinki Stock Exchange at the market price of the shares
in public trading at the time of the acquisition.
Own shares can be acquired for the purpose of developing the capital structure of
the Company, carrying out corporate acquisitions or other business arrangements
to develop the business of the Company, financing capital expenditure, to be used
as part of the Company's incentive schemes, or to be otherwise retained in the
possession of the Company, 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 the share acquisition. This
Share Acquisition Authorisation shall replace the authorisation given by the
Annual General Meeting on 15 March 2006 and will be valid for one year from the
decision of the Annual General Meeting.
5) Authorisation of the Board of Directors to issue shares and to grant
special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide to issue and/or convey a maximum of 17,800,000 new
shares and/or the Company's own shares either against payment or for free ("Share
Issue Authorisation").
New shares may be issued and the Company's own shares may be conveyed to the
Company's shareholders in proportion to their current shareholdings in the
Company or waiving the shareholder's pre-emption right, through a directed share
issue if the Company has a weighty financial reason to do so, such as the
development of the capital structure of the Company, carrying out corporate
acquisitions or other business arrangements to develop the business of the
Company, financing capital expenditure or using the shares as part of the
Company's incentive schemes in the extent and manner decided by the Board of
Directors.
The Board of Directors may also decide on a Free Share Issue to the Company
itself. The number of shares to be issued to the Company together with the shares
repurchased to the Company on the basis of the repurchase authorisation shall be
a maximum of one tenth (1/10) of all the Company's shares.
The Board of Directors is authorized to grant the special rights referred to in
Chapter 10, Section 1 of the Companies Act, which carry the right to receive,
against payment, new shares of the Company or the Company's own shares held by
the Company in such a manner that the subscription price of the shares is paid in
cash or by using the subscriber's receivable to set off the subscription price.
The subscription price of the new shares and the consideration payable for the
Company's own shares may be recorded partially or fully in the invested non-
restricted equity fund or in the share capital in the extent and manner decided
by the Board of Directors.
The Board of Directors shall decide on other terms and conditions related to the
share issues and granting of the special rights. These proposed authorisations
shall replace the authorisations given by the Annual General Meeting on 15 March
2006 and will be valid for two years from the decision of the Annual General
Meeting.
6) Subscription price relating to the Stock Option Schemes
The Board of Directors proposes that the subscription prices of the shares based
on the Option Schemes confirmed by the Annual General Meetings on 11 April 2002
and on 15 March 2006 may be recorded partially or fully in the invested non-
restricted equity fund or in the share capital.
7) Dividend proposal
The Board of Directors proposes that no dividend be paid for the financial period
ended on 31 December 2006 and that the parent company's loss be transferred to
the retained earnings.
8) Auditor
In accordance with the proposal of the Company's Compensation Committee, the
Board of Directors proposes that KPMG Oy Ab, Authorised Public Accountants,
continues as the Company's auditor and that the principal auditor appointed by
them is Sixten Nyman, Authorised Public Accountant.
In accordance with the proposal of the Company's Compensation Committee, the
Board of Directors proposes that auditor fees are paid according to the auditor's
invoice.
Documents available
Financial statements and the proposals of the Board of Directors will be
available for inspection by the shareholders as from Wednesday, 7 March 2007 at
the Company's Head Office at Finnoonniitynkuja 4, 02270 Espoo. Copies of the
documents will be sent to shareholders upon request (info@tecnomen.com, tel. +358
9 8047 8767).
Right to attend
The right to attend the Annual General Meeting is vested in shareholders who are
registered on Friday, 2 March 2007 in the register of shareholders maintained by
the Finnish Central Securities Depository Ltd and have notified the Company of
their participation as below.
Nominee-registered shareholders must be entered in the Shareholder Register of
the Company ten (10) days before the Annual General Meeting in order to
participate in the Annual General Meeting. Nominee-registered shareholders should
contact their asset manager before 2 March 2007 for temporary registration.
Notification of participation
Shareholders wishing to attend the Annual General Meeting and exercise their
voting rights shall notify the Company by 3 p.m. on Wednesday, 7 March 2007.
Shareholders can register either:
- by e-mail to info@tecnomen.com.
- by telephone, +358 9 8047 8767, 10 a.m. - 3 p.m. on weekdays
- by a letter to Tecnomen Corporation, Annual General Meeting, P.O. Box 93, FIN-
02271 Espoo, Finland
- by telefax, +358 9 8047 8212
Notification must reach the Company before the end of the notification period.
Shareholders wishing to be represented by proxy should submit the proxy by mail
to the above address before the above deadline.
The Invitation to the Annual General Meeting will be published on 22 February
2007 in the newspapers Helsingin Sanomat and Hufvudstadsbladet.
Espoo, 13 February 2007
TECNOMEN CORPORATION
Board of Directors
FURTHER INFORMATION
Jarmo Niemi, President and CEO, tel. +358 9 804 781
Kristiina Hoppu, Director, Legal Affairs & Human Resources, Tecnomen Corporation,
tel. +358 9 8047 8310
DISTRIBUTION
Helsinki Exchanges
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