Aspocomp Group Plc
Decisions of annual general meeting
DECISIONS BY THE ANNUAL GENERAL MEETING 2013 OF ASPOCOMP GROUP PLC
Espoo, Finland, 2013-04-23 14:45 CEST (GLOBE NEWSWIRE) —
Aspocomp Group Plc, Decisions of Annual General Meeting, April 23, 2013 at 3:45 p.m.
The Annual General Meeting of Aspocomp Group Plc held on 23 April 2013 adopted the annual accounts and the consolidated annual accounts for the financial period 2012 and granted the members of the Board of Directors and the CEO discharge from liability. The Meeting decided not to pay dividends for the financial period 2012.
The Annual General Meeting decided to set the number of Board members at four (4) and re-elected the current members of the Board according to their consents: Mr. Johan Hammarén, Mr. Tuomo Lähdesmäki, and Mr. Kari Vuorialho and elected Ms. Päivi Marttila MSc (Econ), (b. 1961) according to her consent as a new member to the Board, for a term of office ending at the closing of the following Annual General Meeting. The Meeting re-elected PricewaterhouseCoopers Oy, Authorized Public Accountants, as the company’s auditor for a term of office ending at the closing of the following Annual General Meeting. PricewaterhouseCoopers Oy has notified that Mr. Markku Katajisto, Authorized Public Accountant, will act as its principal auditor.
The Annual General Meeting decided that the chairman of the Board of Directors will be paid EUR 30,000 and the other members will be paid EUR 15,000 each in remuneration for their term of office. Approximately 60% of such remuneration will be paid in cash and the other approximately 40% will be paid in shares of the company. The remuneration shares will be acquired by a broker on behalf and in the name of the members of the Board of Directors and the company will pay the purchase of the shares to the members of the Board of Directors. The shares will be acquired to the members of the Board of Directors within two weeks following the release of the result of the second quarter of the year 2013. The number of the remuneration shares will be determined based on the market quotation of the shares at the time of purchase. The Annual General Meeting further decided that EUR 1,000 will be paid as remuneration per meeting to the chairman and EUR 500 per meeting will be paid to the other members of the Board. The members of the Board of Directors will further be reimbursed for reasonable travel and lodging costs. Travel and lodging costs will however not be compensated to those members of the Board of Directors who reside in the greater Helsinki area when the meetings are held in the greater Helsinki area. The auditor’s fees will be paid according to the auditor’s invoice.
The Annual General Meeting decided to authorize the Board of Directors, in one or more transactions, to decide on the issuance of shares and the issuance of options and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as follows:
The number of shares to be issued based on the authorization may in total amount to a maximum of 4,000,000 shares.
The Board of Directors decides on all the terms and conditions of the issuances of shares and of options and other special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of options and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorization cancels the authorization given by the General Meeting on December 20, 2011 to decide on the issuance of shares as well as the issuance of special rights entitling to shares. The authorization is valid until June 30, 2015.
The minutes of the Annual General Meeting are available on the company’s website at www.aspocomp.com/agm starting from 7 May 2013 at the latest.
For further information, please contact Sami Holopainen, CEO,
tel. +358 20 775 6860, sami.holopainen(at)aspocomp.com.
ASPOCOMP GROUP PLC
Sami Holopainen
CEO
www.aspocomp.com
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