15.03.2006
The Annual General Meeting of Tecnomen Corporation held on 15 March 2006 approved the income statement and balance sheet for 2005 as well as the consolidated income statement and balance sheet and discharged the Board of Directors and President from liability for the 2005 financial year.
The Annual General Meeting resolved, in accordance with the Board of Directors proposal, that a dividend of 0.02 euros be distributed per share for the financial year 2005. The record date for distribution of dividend is March 20, 2006 and the payment date is March 27, 2006.
The period of office of Tecnomen's current Board of Directors ends in 2007. The Board members are Lauri Ratia, Lars Hammarén, Carl-Johan Numelin, Keijo Olkkola, Christer Sumelius and Timo Toivila.
The Annual General Meeting resolved that the annual fees of the members of the Board of Directors be 34.00 euros for the Chairman of the Board and 17.000 euros for a member. In addition a meeting compensation from the Board and committee meetings is 800 euros for the Chairman of the Board and 500 euros for a member of the Board per a meeting.
In assembly meeting of the Boards of Directors following the Annual General Meeting Lauri Ratia was re-elected as Chairman and Carl-Johan Numelin as Vice Chairman of the Board. Lauri Ratia continues as Chairman of the Audit Committee and Carl-Johan Numelin as a member. Lauri Ratia continues as Chairman of the Compensation Committee, and Carl-Johan Numelin and Christer Sumelius as members well as Hannu Turunen as the external member.
KPMG Oy Ab, Authorised Public Accountants, will continue as the Company's auditors, with Sixten Nyman, APA, as responsible auditor, until the end of the following Annual General Meeting.
DECREASE OF SHARE PREMIUM FUND
The Annual General Meeting resolved, in accordance with the Board of Directors proposal to decrease the Company's share premium fund by a maximum of 66,177,792 euros in such a way that from the aggregate amount of the decrease a minimum of 5,817,398 euros and a maximum of 6,003,928 euros be distributed to the shareholders as a return of invested restricted capital in proportion to each shareholder’s ownership in the Company so that the shareholders are returned EUR 0.10 per each share of the Company. The number of shares on the record date of the returning of the funds determines the exact amount of the funds to be returned to the shareholders as a result of decreasing the share premium fund. To the extent the funds are not distributed to the shareholders as a return of invested capital, the amount of the decrease of the share premium fund is transferred to a fund belonging to the Company’s non-restricted equity.
The Uusimaa Regional Tax Office has given a favourable advance ruling that the arrangement will be considered a return of capital. The decrease of the share premium fund to distribute the funds in part to the shareholders as well as to transfer the funds to a fund in non-restricted equity are conditional upon obtaining the permission of the National Board of Patents and Registration, as stipulated in Chapter 6, Section 5 of the Finnish Companies Act. The permission from the National Board of Patents and Registration can be expected to be received approximately within five to six months after the decision by the Annual General Meeting.
The decision to decrease the share premium fund will conclusively come into effect only on the day the National Board of Patents and Registration gives its permission. The Board of Directors will convene soonest after the permission has been received and is authorized to decide on the record date of the distribution of the funds to the shareholders and on the date of payment of the funds to the shareholders. The aim is to set the dates as close as possible to the date of the permission. The funds will be distributed to the shareholders who are listed in the shareholders’ register maintained by the Finnish Central Securities Depository on the above mentioned record date.
In connection with the returning of capital, the subscription price per share of shares to be subscribed according to the stock option program of year 2002 be decreased with 0.10 euros per each option right on the record date of the distribution of the funds to the shareholders, however, so that the subscription price is always at least the nominal value of the Tecnomen share.
AUTHORISATION TO ACQUIRE THE COMPANY’S OWN SHARES
The Annual General Meeting authorised the Board of Directors to decide on acquisition of a maximum of 5,817,397 own shares. After the acquisition, the aggregate nominal value of the shares or the votes attached to the shares, together with the own shares already in the possession of the Company or its subsidiaries, may not exceed 10 per cent of the registered share capital of the Company or votes attached to all shares. The acquisition of shares will be financed with distributable funds and the acquisition will decrease the Company's distributable non-restricted equity.
The shares can be acquired from shareholders in deviation from the proportional ownership of the shareholders through public trade arranged by the Helsinki Stock Exchange. The shares will be acquired at the market price in public trade prevailing on the date of acquisition. The purchase price for the shares shall be paid to the sellers within the time limit set forth in the Rules of the Helsinki Stock Exchange and the Finnish Central Securities Depository.
Own shares can be acquired for the purpose of developing the capital structure of the Company, to be used in financing corporate acquisitions or for other arrangements to develop the business of the Company, to be used as a part of the Company's incentive and remuneration schemes or to be otherwise disposed of or nullified in the extent and manner decided by the Board of Directors. The Board of Directors will decide on other terms of acquisition of own shares.
The authorisation will be effective for one year from the decision of the Annual General Meeting.
AUTHORISATION TO DISPOSE THE COMPANY’S OWN SHARES
The Annual General Meeting authorised the Board of Directors to decide on disposing of Company's own shares. The authorisation shall cover all shares acquired under the authorisations given to the Board or otherwise already in the possession of the Company. Consequently, by virtue of this authorisation, maximum of 5,952,197 shares can be disposed of. The authorisation includes the right to decide to whom and in which order the own shares are disposed of as well as the right to deviate from the shareholders' pre-emptive subscription rights when disposing of the shares, provided that from the viewpoint of the Company there is a valid economic reason for the deviation. The authorisation includes the right to determine the criteria for the setting of the selling price. The shares can also be disposed of in public trade arranged by the Helsinki Stock Exchange or against other than money consideration. The authorisation does not include the right to dispose of shares for the benefit of persons belonging to the Company’s inner circle.
The shares can be disposed of as consideration in possible corporate acquisitions, used to carry out and finance other arrangements and investments related to the development of Company’s business, used as a part of the Company's incentive and remuneration schemes in the extent and manner decided by the Board of Directors. The Board of Directors will decide on other terms of disposing of own shares.
The authorisation will be effective for one year from the decision of the Annual General Meeting. The authorisation to dispose of the Company’s own shares, given to the Board of Directors at the Annual General Meeting on 16 March 2005 was cancelled.
AUTHORISATION TO INCREASE COMPANY’S SHARE CAPITAL
The Annual General Meeting authorised the Board to decide to increase the share capital by issuing new shares and/or convertible bonds and/or stock options in one or more issues. The number of new shares through share issuance or subscription of shares in exchange for the convertible bonds or pursuant to the stock options may be at most 11,661,755 shares and the Company's share capital may be increased by at most 932,940.40 euros.
The authorisation includes the right to deviate from the shareholders' pre-emptive subscription rights - as stated in Chapter 4, Section 2 of the Companies Act - to subscribe for new shares, convertible bonds and/or stock options, and the right to determine the criteria for the setting of the subscription price and the right to set the subscription price as well as the right to determine the terms for subscription of new shares and the terms of convertible bonds and/or share options. The subscription price may not, however, be less than the nominal value of the shares.
The Board may deviate from the shareholders’ pre-emptive subscription rights if it is justified due to a valid economic reason from the viewpoint of the Company, such as carrying out corporate acquisitions or other arrangements related to developing the Company's business operations, financing investments, reinforcing the Company's capital structure, covering the social security costs arising from share options, or establishing a remuneration or incentive scheme for the Company.
The Board is authorised to decide who are entitled to subscribe, but the decision may not be made so that it benefits persons belonging to the Company's inner circle. In addition, the Board is authorised to decide that in issue of new shares, convertible bonds or share options the subscription may be made in kind, by using the right to set-off or according to other specific conditions.
The authorisation is effective for one year from the decision of the Annual General Meeting. The authorisation to increase the Company's share capital by Board of Directors at the Annual General Meeting on 16 March 2005 was cancelled.
AUTHORISATION TO ISSUE STOCK OPTIONS
The Annual General Meeting decided to issue stock option to the key personnel of the Tecnomen Group, as well as to a wholly owned subsidiary of Tecnomen Corporation by deviating from the shareholders’ pre-emptive subscription rights.
The maximum total number of stock options issued shall be 2,001,000. The stock options entitle to subscribe for a maximum total of 2,001,000 shares in the Company. Of the stock options, 667,000 shall be marked with the symbol 2006A, 667,000 shall be marked with the symbol 2006B and 667,000 shall be marked with the symbol 2006C. The stock options shall be gratuitously distributed, by the resolution of the Board of Directors, to the key personnel employed by or to be recruited by the Group. Upon issue, those stock options that are not distributed to the key personnel shall be granted to Tecnomen Japan Oy, a wholly owned subsidiary of Tecnomen Corporation.
The share subscription price for stock options 2006A shall be the trade volume weighted average quotation of the Company share on the Helsinki Stock Exchange during 1 January – 31 March 2006, for stock options 2006B the trade volume weighted average quotation of the Company share on the Helsinki Stock Exchange during 1 January – 31 March 2007 and for stock options 2006C the trade volume weighted average quotation of the Company share on the Helsinki Stock Exchange during 1 January – 31 March 2008. From the share subscription price of stock options shall, as per the dividend record date, be deducted the amount of the dividend decided after the beginning of the period for determination of the subscription price but before share subscription.
The share subscription period shall be: for stock options 2006A, 1 April 2007 – 30 April 2010, for stock options 2006B, 1 April 2008 – 30 April 2011 and for stock options 2006C, 1 April 2009 – 30 April 2012.
As a result of the share subscriptions with the 2006 stock options, the share capital of the Company may be increased by a maximum total of 160,080 euros and the number of shares by a maximum total of 2,001,000 new shares.
Some of the people entitled to the stock options belong to the inner circle of the Company. The maximum total share ownership of these people is 0,14 % of the Company’s shares and voting rights of the shares at the moment.
The stock options now issued can be exchanged for shares constituting a maximum total of 3.3% of the Company’s shares and voting rights of the shares after the potential share capital increase.
TECNOMEN CORPORATION
Board of Directors
FURTHER INFORMATION
Mr Lauri Ratia, Chairman of the Board, tel. +358 20 447 7375
Mr Jarmo Niemi, President and CEO, tel. +358 9 8047 8799
DISTRIBUTION
Helsinki Exchanges
Main media