ASPOCOMP GROUP PLC STOCK EXCHANGE RELEASE April 10, 2006 at 2:35 PM
ASPOCOMP’S AGM: YOSHIKI SASAKI ELECTED AS NEW BOARD MEMBER
The Annual General Meeting of Aspocomp Group Plc on April 10, 2006, decided
according to the Board of Director’s proposal not to pay dividends for 2005. The
Financial Statements for 2005 were adopted and the members of the Board and the
company’s President and CEO were discharged from liability for the fiscal year.
The Annual General Meeting decided that the number of Board members is six. Aimo
Eloholma, Roberto Lencioni, Tuomo Lähdesmäki, Gustav Nyberg and Anssi Soila were
re-elected as Board members and Yoshiki Sasaki, a Japanese citizen, was elected
as a new member.
The Meeting decided that the remunerations to the members of the Board of
Directors remain the same as in 2005. An annual remuneration of 35,000 euro will
be paid to the chairman of the Board, 25,000 euro to the deputy chairman, and
15,000 euro to the members. The chairman will be paid 1,500 euro per meeting, and
deputy chairman and other members 1,000 euro per meeting. 500 euro will be paid
per committee meeting. In addition to the annual remunerations, a member of the
Board residing abroad will receive 1,500 euro per meeting and reasonable travel
and accommodation expenses arising from the meeting.
The authorized public accounting firm PricewaterhouseCoopers Oy was re-appointed
as auditor for 2006. The fee to the auditor will be paid according to invoice.
The Annual General Meeting authorized the Board of Directors to decide on
increasing the share capital through one or several new subscriptions and/or to
take up one or several convertible loans and/or issuing option rights. In this
connection, the share capital may be increased by an aggregate maximum amount of
EUR 4,016,410 and the aggregate maximum amount of votes attached to the new
shares to be given is 4,016,410. The decision was made according to the Board’s
proposal, presented fully in the invitation to the meeting that was published as
a stock exchange release on March 13, 2006. The authorization is in force for one
year from the decision date.
The Board was authorized to decide on conveyance of a maximum of 200,000
company’s own shares with book-counter value of EUR 1.00. The Board will decide
on to whom, under which conditions, and what number of own shares will be
conveyed, and other related conditions. The shares may be conveyed to finance and
facilitate corporate acquisitions or other arrangements, or for key personnel
incentives, or they may be sold in public trading. The decision was made
according to the Board’s proposal, presented fully in the invitation to the
meeting that was published as a stock exchange release on March 13, 2006. The
authorization is in force for one year from the decision date.
The Annual General Meeting decided to issue stock options to the key personnel of
the Aspocomp Group as well as to a wholly owned subsidiary of Aspocomp Group Plc
as part of an incentive and commitment program for the key personnel. The maximum
total number of stock options issued is 930,000. Each stock option entitles its
owner to subscribe for one share with a book-counter value of EUR 1.00. A
subsidiary cannot subscribe for shares by virtue of stock options. The stock
options will be gratuitously distributed.
– 310,000 stock options will be marked with the symbol 2006A,
– 310,000 will be marked with the symbol 2006B, and
– 310,000 will be marked with the symbol 2006C.
The share subscription period for stock options will be the following:
– For stock options 2006A, 1 May 2008 – 31 May 2010
– For stock options 2006B, 1 May 2009 – 31 May 2011
– For stock options 2006C, 1 May 2010 – 31 May 2012
The share subscription period for the stock options cannot commence unless
certain criteria, decided by the Board of Directors before the distribution of
the stock options, have been attained. The Aspocomp Group’s key personnel are
obliged to acquire the company’s shares with a certain proportion of the income
gained from the stock options, in the manner determined by the Board while
deciding to distribute the stock options. The Board’s proposal and the conditions
related to the stock options are presented fully in the invitation to the Annual
General Meeting, published as a stock exchange release on March 13, 2006.
The meeting amended the “Article 8 Minutes” of the Articles of Association. The
minutes will be signed in accordance with the Finnish Companies Act and thereby
the second sentence of the article will be removed. The amended article will read
“Minutes shall be kept of meetings of the Board, in which those participating in
the meeting and the decisions made shall be recorded.”
For further information, please contact Maija-Liisa Friman, CEO,
tel. +358 9 7597 0711.
ASPOCOMP GROUP OYJ
President and CEO
Helsinki Stock Exchange