Decision of the Aspocomp Group Oyj’s Annual General Meeting
The Annual General Meeting of Aspocomp Group Oyj decided that a dividend of EUR 0.50 per share be divided totalling EUR 4,385,208. The dividend will be paid on March 29, 2000. The Annual General Meeting decided to authorize the Board of Directors to decide on increasing the share capital by an aggregate maximum amount of 1,754,083 shares corresponding a total of EUR 1,754,083.
THE MATTERS HANDLED AT THE ANNUAL GENERAL MEETING
Financial Statements for 1999 were adopted and the members of the Board of Directors and company’s President and CEO as well as his Deputy were discharged from liability for the financial year 1999.
The Annual General Meeting decided that a dividend of EUR 0.50 per share i.e. total of EUR 4,385,208 be distributed to the shareholders from the company’s distributable funds. The dividend will be paid to the shareholder who has been registered as a shareholder in the Shareholders’ Register kept by Finnish Central Securities Depository Ltd no later than March 22, 2000. The dividend will be paid on March 29, 2000.
Mr. Jukka-Pekka Ranta and Mr. Gustav Nyberg continue as members of the Board. Mr. Teuvo Juuvinmaa has announced that he leaves his membership of the Board. Retiring Mr. Jorma Eloranta, Mr. Roberto Lencioni and Mr. Karl Van Horn were re-elected as Board members. In addition as new Board members were elected Mr. Aimo Eloholma, Executive Vice President in Sonera Corporation, responsible for Telecom operations and Mr. Apichart Vilassakdanont, President of P.C.B. Center in Thailand.
Authorized Public Accounting Firm SVH Pricewaterhouse Coopers Oy was appointed auditor of the company.
The Annual General Meeting authorized the Board to decide to increase the share capital by one or several new issues and/or to take one or several convertible loans, so that in a new issue of shares and/or in converting convertible loans the share capital may be increased by an aggregate maximum amount of EUR 1,754,083 or a smaller amount corresponding to a maximum of one-fifth of the registered share capital and the aggregate number of votes attaching to the shares at the time of the authorisation decision of the General Meeting and the decision of the Board of Directors to increase the share capital.
The authorisation entitles the Board of Directors to deviate from the pre-emptive right of subscription for new shares and/or convertible loans, provided that there are weighty financial reasons of the company for such a deviation, and to decide on subscription of shares against apport en nature or otherwise on special terms and conditions. The Board of Directors may use its authorisation when required for developing the company’s business activities, for consolidating the capital structure, for broadening the shareholder basis, for facilitating corporate acquisitions and for other similar purposes. The Board of Directors may not deviate from the shareholders’ pre-emptive subscription right in favour of anyone belonging to the inner circle of the company.
The authorisation also entitles the Board of Directors to decide on the parties entitled to subscribe, the subscription price and other terms of subscription, the terms and conditions of convertible loans and other terms and matters relating to new issues and/or the taking of a convertible loan.
The authorisation is in force for one year from the date of the Annual General Meeting.
ORGANIZING OF THE NEW BOARD OF DIRECTORS
At the Board meeting held immediately after the Annual General Meeting the Board decided to elect Mr. Jukka-Pekka Ranta as the Chairman of the Board and Mr. Jorma Eloranta as the Vice-Chairman.
Helsinki March 17, 2000
The Board of Directors
For more information, please contact President and CEO Jarmo Niemi at +358 9 759 70711
ASPOCOMP GROUP Oyj
President and CEO
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