ASPOCOMP GROUP OYJ’S ANNUAL GENERAN MEETING’S DECISIONS
Aspocomp Group Oyj Company Announcement April 21, 2009 at 12:00 pm
ASPOCOMP GROUP OYJ’S ANNUAL GENERAN MEETING’S DECISIONS
The Annual General Meeting of Aspocomp Group Plc held on 21 April 2009 re-elected the current Board and decided that the remunerations of the members of the Board will remain the same as in 2008. The General Meeting also decided to amend the company’s Articles of Association. Furthermore, the Meeting decided not to pay dividends for 2009.
The Annual General Meeting decided to set the number of Board members at three (3) and re-elected the current members of the Board: Johan Hammarén, Tuomo Lähdesmäki, and Kari Vuorialho. The Meeting re-elected PricewaterhouseCoopers Oy as the company’s auditor for the 2009 financial year.
An annual remuneration of EUR 24,000 will be paid to the chairman of the Board and EUR 12,000 to the other Board members. 60% of the annual remuneration will be paid in cash and 40 % in company shares, which will be acquired and distributed to Board members. EUR 1,000 per meeting will be paid to the chairman and EUR 500 per meeting to the other members. The members of the Board residing outside of the Greater Helsinki area are reimbursed for reasonable travel and lodging expenses. The auditor will be paid according to invoice.
The Annual General Meeting decided to amend the Articles of Association so that Articles 6 and 12 be deleted and the new Article 10 be amended to read as follows:
Article 10 The notice of meeting shall be delivered to the shareholders at the earliest three (3) months and at the latest twenty-one (21) days prior to the General Meeting by publishing the notice on the company’s website and, should the board of directors so decide, in one widely circulated newspaper specified by the Board.
For further information, please contact Isto Hantila, CEO,
tel. +358 50 406 0656.
ASPOCOMP GROUP OYJ
President and CEO
Aspocomp: Innovative interconnection solutions for the electronics industry
The Aspocomp Group offers and develops innovative interconnection solutions for the electronics industry in close cooperation with its customers. We are strongly positioned as a supplier of data communications equipments and industry. We offer our global customers a fast road to mass production through flexible and cost-effective adaptation of new technologies.
The Aspocomp Group’s production facility is located in Oulu, Finland. In 2008, the Group’s net sales stood at about EUR 21 million and it had about 115 employees at the end of December, 2008.
Annex 1: New Articles of Association
ARTICLES OF ASSOCIATION OF ASPOCOMP GROUP PLC
I Trade Name, Domicile and Line of Business of the Company
The trade name of the company is Aspocomp Group Oyj. The trade name of the company in the English language is Aspocomp Group Plc. The company is domiciled in Helsinki.
The purpose of the company is to, itself or through its subsidiaries, manufacture, trade, export, import and design components for the electrical and electronic industries. The company centrally provides for matters in relation to the administration, financing and strategic planning of its group companies, as well as plans the group’s investments.
II Share Capital and Shares
The shares of the company belong to a book-entry securities system.
III Administration of the Company
The Board of Directors
The Board shall consist of no fewer than three (3) and no more than eight (8) members. The term of office of the members of the Board shall expire at the end of the ordinary general meeting of the company following the election.
The Board shall form a quorum when more than half of its members are present and one of these is the Chairman or the Vice-chairman.
Right to Sign in the Name of the Company
The company shall be represented by Board members, either two together or with a person authorized to represent the company, or by the President and CEO alone.
The Board may authorize other named persons to represent the company such that they shall represent the company either two together or with a Board member or the President and CEO.
IV Financial Statement and Auditors
The financial period of the company shall be the calendar year.
The company meeting shall elect one auditor to inspect the administration and accounts of the company. The said auditor shall be an auditing corporation approved by the Central Chamber of Commerce of Finland. The term of office of the auditor shall expire at the end of the ordinary general meeting following the election.
V Shareholders’ Meeting
The general meeting shall be held in Helsinki or Espoo. In order to exercise his right to speak and vote at a company meeting, a shareholder must register in the manner specified in the invitation to the meeting. The closing date for registration shall be no sooner than ten days before the meeting.
The notice of meeting shall be delivered to the shareholders at the earliest three (3) months and at the latest twenty-one (21) days prior to the General Meeting by publishing the notice on the company’s website and, should the board of directors so decide, in one widely circulated newspaper specified by the Board
At the Annual General Meeting, the following shall be:
1. financial statements, the consolidated financial statements and the report of the Board of Directors,
2. the auditors’ report,
3. adoption of the financial statements and consolidated financial statements,
4. use of the profits shown in the balance sheet,
5. the release of the Board members and President and CEO from liability,
6. remuneration of the Board members and auditor,
7. the number of Board members,
8. other matters stated in the Notice of Meeting,
9. members of the Board of Directors,
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