ASPOCOMP GROUP Oyj STOCK EXCHANGE RELEASE April 5,2002 at 4.20 pm1(4)
DECISIONS OF THE ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING
The Annual General Meeting of Aspocomp Group Oyj decided that no
dividend be distributed for the fiscal year 2001. The Annual General
Meeting decided to amend the Section 12 of the Articles of
Association regarding the place for the Annual General Meeting and
decided to authorize the Board to acquire own shares as well as to
decide on new issues and/or convertible loans. In addition the Annual
General Meeting decided to decrease the share capital of the company.
THE MATTERS HANDLED AT THE ANNUAL GENERAL MEETING
Financial Statements for 2001 were adopted and the Members of the
Board of Directors and company’s President and CEO and his Deputy
were discharged from liability for the financial year 2001.
The Annual General Meeting decided that no dividend be distributed
for the fiscal year 2001.
The Annual General Meeting dcided that the number of the Board
Members is six. Mr. Gustav Nyberg continues as a Board Member. Mr.
Jorma Eloranta, Mr. Karl Van Horn, Mr. Aimo Eloholma and Mr. Roberto
Lencioni were re-elected as Board Members. Mr. Tuomo Lähdesmäki was
elected as a new Board Member.
Authorized Public Accounting Firm PricewaterhouseCoopers Oy was
appointed as the auditor of the company.
THE DECISION OF THE ANNUAL GENERAL MEETING ON AMENDING OF SECTION 12
OF THE ARTICLES OF ASSOCIATION
The Annual General Meeting decided to amend the Section 12 of the
Articles Association to be as follows:
The Annual General Meeting is held either in Helsinki, Vantaa or
Espoo. In order to exercise his right to speak and vote at
shareholders’ 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 DECISION OF THE ANNUAL GENERAL MEETING TO AUTHORISE THE BOARD TO
DECIDE ON THE ACQUISITION OF OWN SHARES
According to the Board’s proposal the Annual General Meeting decided
to authorise the Board of Directors to decide on the acquisition of a
maximum of 500,000 own shares of counter book value of EUR 1, with
assets distributable as profit. However, the aggregate counter book
value of the shares or the voting rights of the Company and of its
subsidiaries shall not exceed five (5) % of the Company’s share
capital or total number of votes related thereto.
The Board of Directors is entitled to acquire the shares solely by
purchasing the shares via public trading at Helsinki Stock Exchange
at the current market price of the time of the acquisition. The
authorisation entitles the Board of Directors to acquire the shares
in other proportion than to the shareholders’ holdings of shares.
Shares may be acquired to the extent and as the Board of Directors
decides for the purposes of developing the capital structure of the
Company, for financing and implementing corporate acquisitions and
other transactions, other transfers or invalidation, or if this
according to the Board’s opinion with regard to the financial
indicator per share is in the interests of the shareholders, or if
the Board of Directors considers it otherwise as a favourable way of
using liquid funds.
The Board of Directors is entitled to acquire the shares at the
current market price formed in public trading at the time of the
acquisition. The acquisition price of the shares shall be paid to the
shareholders according to the payment term determined by the
Regulation of the Helsinki Stock Exchange and the rules of the
Finnish Central Securities Depository Ltd.
The acquisition of the shares decreases distributable equity of the
As the maximum amount of the acquired shares shall not exceed five
(5) % of the Company’s aggregated share capital and total number of
votes related thereto, the acquisition will have no considerable
influence on the division of the holdings of the shareholders and of
the voting rights in the Company.
The share holdings of persons belonging to the inner circle of the
Company, as determined in the Companies Act, amounted on February 12,
2002 to 5,412,039 shares of the aggregate number of 10,141,926 shares
of the Company, corresponding to 53.4% of the share capital of the
Company. The inner circle’s portion of voting rights attached to the
shares corresponds to 53.4%. Since the shares are acquired via
public trade at the Helsinki Stock Exchange, the Company does not
know which shareholders intend to sell their shares. Consequently, it
is not possible to determine the impact of the acquisition on the
division of the share holdings and the voting rights in the Company.
The Board of Directors is entitled to decide on other terms related
to the acquisition.
The authorisation is submitted to be in force for one year from the
date of the decision of the General Meeting.
Any decisions of the Board of Directors to acquire own shares by
virtue of the authorisation will be published separately.
THE DECISION OF THE ANNUAL GENERAL MEETING TO DECREASE THE SHARE
CAPITAL OF THE COMPANY
The Annual General Meeting decided to decrease the Company’s
share capital as set forth herein below:
The Company’s share capital shall be decreased by invalidating the
maximum of 100,900 own shares acquired before February 15, 2002 and
in the possession of the Company corresponding to a maximum 100,900
euro without consideration. Only shares in the possession of the
Company shall be subject to invalidation.
The acquisition price of the shares shall be deducted from the
distributable funds of the Company. The tied capital of the Company
shall not be decreased, as the amount corresponding to the counter
book value of the invalidated shares are transferred to the premium
The decrease of the share capital by invalidating own shares does not
affect the shareholding and division of voting power in the Company,
as the invalidated shares are in the possession of the Company.
THE DECISION OF THE ANNUAL GENERAL MEETING TO AUTHORIZE THE BOARD TO
DECIDE ON NEW ISSUES AND/OR CONVERTIBLE LOANS
The Annual General Meeting decided to authorise the Board to decide
on new issues and/or convertible loans as follows:
The Board of Directors of the company is authorised 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 2,000,000 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.
Vantaa April 5, 2002
The Board of Directors
For more information, please contact President and CEO Jarmo Niemi at
+358 9 7597 0711
ASPOCOMP GROUP Oyj
President and CEO
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