TECNOMEN'S BOARD OF DIRECTORS' PROPOSALS TO THE ANNUAL GENERAL MEETING
Tecnomen Corporation STOCK EXCHANGE RELEASE
14 February 2006 at 09.00 a.m.
TECNOMEN'S BOARD OF DIRECTORS' PROPOSALS TO THE ANNUAL GENERAL MEETING
The Board of Directors of Tecnomen has in its meeting decided to propose that the
following matters be decided by the Company's Annual General Meeting to be held
on Wednesday 15 March 2006:
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 3 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 shareholder's 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 Company's 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 record
date.
6. The Company's 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 Company's and
group's 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 Company's 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 of Shareholders.
6) Authorisation of the Board of Directors to decide on disposing of own shares
The Board of Directors proposes that the Annual General Meeting of Shareholders
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 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.
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 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 of Shareholders 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
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.
The detailed proposal for the new incentive scheme of the Company is available in
Tecnomen's website at www.tecnomen.com/investors.
The notice of the Annual General Meeting will be published in Helsingin Sanomat
and Hufvudstadsbladet, and as a stock exchange release on 23 February 2006. The
notice of the meeting will be available on the Tecnomen's website at
www.tecnomen.com from the same date.
TECNOMEN CORPORATION
The Board of Directors
FURTHER INFORMATION
Lauri Ratia, chairman of the Board, tel. +358 020 447 7375
Jarmo Niemi, President and CEO, tel. +358 (09) 8047 8799
DISTRIBUTION
Helsinki Exchanges
Main media
64001
