ASPOCOMP’S ANNUAL GENERAL MEETING AUTHORIZED THE BOARD TO ISSUE SHARES
Aspocomp Group Oyj Minutes of annual general meeting May 10, 2007 at 11:17 am
The Annual General Meeting of Aspocomp Group Oyj authorized the Board of Directors on April 10, 2006 to issue and/or grant, on the basis of special rights, a maximum of 40,000,000 new shares, and to convey and/or receive, on the basis of special rights, a maximum of 200,000 own shares held by the company. In addition, the Meeting re-elected the current Board and decided that the remunerations of the members of the Board will remain the same as in 2006. The Meeting also decided not to pay dividends for 2006.
The Annual General Meeting decided that the number of Board members is seven and re-elected the current members of the Board: Aimo Eloholma, Johan Hammarén, Tapio Hintikka, Tuomo Lähdesmäki, Yoshiki Sasaki, Anssi Soila and Kari Vuorialho. The Meeting re-elected PricewaterhouseCoopers Oy as the company’s auditor for the 2007 financial year.
An annual remuneration of EUR 35,000 will be paid to the chairman of the Board, EUR 25,000 to the deputy chairman and EUR 15,000 to the members. The annual remuneration will be paid such that 60% is paid in cash and the remaining 40% is used to buy shares in the company for conveyance to Board members. EUR 1,500 per meeting will be paid to the chairman and EUR 1,000 per meeting to the other members. EUR 1,500 per meeting will be paid to the members of the Board of Directors residing abroad. EUR 500 will be paid for each committee meeting. The members of the Board residing outside of the Greater Helsinki area are reimbursed for reasonable travel and lodging costs. The auditor will be paid according to invoice.
The Annual General Meeting authorized the Board to decide on issuing new shares and conveying the Aspocomp shares held by the company. A maximum of 40,000,000 new shares can be issued and/or granted on the basis of special rights. A maximum of 200,000 own shares held by the company can be conveyed and/or received on the basis of special rights.
The new shares can be issued and the company’s own shares conveyed either against payment (rights issue) or for free (bonus issue) to the company’s shareholders in proportion to their holding, or by means of a directed issue, waiving the pre-emptive subscription right of shareholders, if there is a weighty financial reason for the company to do so, such as the use of the shares as consideration in acquisitions or other business arrangements, to finance investments or as part of the company’s incentive scheme. The directed issue can be a bonus issue only if there is an especially weighty reason for the company to do so, taking the interests of all shareholders into account.
The authorization also includes the right to grant special rights, as specified in Article 1 of Chapter 10 of the Companies Act, to receive new shares in the company or Aspocomp shares held by the company against payment such that either the share subscription price will be paid in cash or the subscriber’s receivables will be offset against the subscription price.
In addition, the authorization includes the right to decide on a bonus issue to the company itself such that the number of shares issued to the company can amount to no more than one-tenth (1/10) of all the company’s shares. Own shares held by the company or its subsidiaries will be included in this amount as specified in paragraph 1, Article 11, Chapter 15 of the Companies Act.
The Board of Directors has the right to decide on other particulars of the share issues and the granting of special rights. The authorizations are valid for two (2) years from the date of the decision of the Annual General Meeting. They do not cancel previous unexercised share issue authorizations.
For further information, please contact Maija-Liisa Friman, CEO,
tel. +358 9 7597 0711.
ASPOCOMP GROUP OYJ
President and CEO
The Nordic Exchange