The Annual General Meeting approved that no dividend is paid for the financial year 2009.
The AGM approved the re-election of Mr Claus von Bonsdorff, Mr Klaus Cawén, Mr Jan Lång, Mr Carl-Johan Rosenbröijer, Mr Christer Sumelius and Mr Andreas Tallberg as members of the Board of Directors for a further term of office lasting one year. Moreover, Mr Teuvo Salminen was elected as new member of the Board. The Annual General Meeting approved that the yearly remuneration for the members of the Board of Directors shall remain at EUR 40.000 for the Chairman of the Board, EUR 30.000 for the Deputy Chairman of the Board and EUR 20.000 for other members of the Board.
Public accountants Ernst & Young Oy was appointed as the company's auditor with Authorized Public Accountant Harri Pärssinen as the responsible auditor.
The Annual General Meeting approved the amendment to the Article 11 of the Articles of Association so that the notice to the meeting shall be published no later than three (3) weeks prior to the General Meeting, however, at the latest nine (9) days before the record date of the General Meeting.
The Meeting also authorized the Board of Directors to decide on the issue of new shares and/or conveyance of Company’s own shares held by the Company. By virtue of the authorization, the Board of Directors is entitled to decide on the issuance of a maximum of 6,800,000 new shares and on the conveyance of a maximum of 6,800,000 own shares held by the Company. However, the total number of shares to be issued and/or conveyed may not exceed 6,800,000 shares.
The new shares may be issued and own shares held by the Company conveyed either against payment or without payment. The new shares may be issued and/or own shares held by the Company conveyed to the Company’s shareholders in a proportion to their existing shareholdings in the Company, or by means of a directed share issue, waiving the pre-emptive subscription right of the shareholders, if there is a weighty reason for the Company to do so, such as the shares to be used to improve the capital structure of the Company or as consideration in future acquisitions or other arrangements that are part of Company’s business or as part of Company’s or its subsidiaries’ incentive programs. The directed share issue can be without payment only, if there is an especially weighty reason for the Company to do so, taking the interest of all shareholders into account.
The Board of Directors may decide on the share issue without payment also to the Company itself. Decision regarding share issue to the Company itself cannot be made in such manner that the quantity of shares held jointly by the Company or its subsidiaries would exceed one tenth of all shares of the Company.
The subscription price of new shares issued and the consideration paid for the conveyance of the Company’s own shares shall be credited to the reserve for invested unrestricted equity.
The Board of Directors shall decide on other matters related to the share issue. The share issue authorization is valid until the end of the Annual General Meeting to be held in 2012.