RESOLUTIONS PASSED BY ANNUAL GENERAL MEETING OF TECNOMEN CORPORATION
Tecnomen Oyj STOCK EXCHENGE RELEASE
15 March 2006 at 6.15 pm
RESOLUTIONS PASSED BY ANNUAL GENERAL MEETING OF TECNOMEN CORPORATION
The Annual General Meeting of Tecnomen Corporation held on 15 March 2006 approved
the income statement and balance sheet for 2005 as well as the consolidated
income statement and balance sheet and discharged the Board of Directors and
President from liability for the 2005 financial year.
The Annual General Meeting resolved, in accordance with the Board of Directors
proposal, that a dividend of 0.02 euros be distributed per share for the
financial year 2005. The record date for distribution of dividend is March 20,
2006 and the payment date is March 27, 2006.
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.
The Annual General Meeting resolved that the annual fees of the members of the
Board of Directors be 34.00 euros for the Chairman of the Board and 17.000 euros
for a member. In addition a meeting compensation from the Board and committee
meetings is 800 euros for the Chairman of the Board and 500 euros for a member of
the Board per a meeting.
In assembly meeting of the Boards of Directors following the Annual General
Meeting Lauri Ratia was re-elected as Chairman and Carl-Johan Numelin as Vice
Chairman of the Board. Lauri Ratia continues as Chairman of the Audit Committee
and Carl-Johan Numelin as a member. Lauri Ratia continues as Chairman of the
Compensation Committee, and Carl-Johan Numelin and Christer Sumelius as members
well as Hannu Turunen as the external member.
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.
DECREASE OF SHARE PREMIUM FUND
The Annual General Meeting resolved, in accordance with the Board of Directors
proposal to decrease the Company's share premium fund by a maximum of 66,177,792
euros in such a way that 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
shareholder's ownership in the Company so that the shareholders are returned EUR
0.10 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 Company's non-restricted equity.
The Uusimaa Regional Tax Office has given a favourable advance ruling that the
arrangement will be considered a return of capital. 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.
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.
In connection with the returning of capital, 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.
Authorisation to acquire the Company's own shares
The Annual General Meeting authorised 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 will be
financed 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.
The authorisation will be effective for one year from the decision of the Annual
General Meeting.
Authorisation to dispose the Company's own shares
The Annual General Meeting authorised the Board of Directors 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 Company's
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 Company's 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. The authorisation to dispose of the Company's own shares, given
to the Board of Directors at the Annual General Meeting on 16 March 2005 was
cancelled.
Authorisation to INCREASE COMPANY'S SHARE CAPITAL
The Annual General Meeting authorised 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 authorisation includes 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. The authorisation to increase the Company's share capital by
Board of Directors at the Annual General Meeting on 16 March 2005 was cancelled.
authorisation to issue stock options
The Annual General Meeting decided to issue stock option 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.
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 160,080 euros 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
Company's 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 Company's shares and voting rights of the shares after the
potential share capital increase.
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
Main media
