Resolutions of PKC Group Oyj's Annual General Meeting
The Annual General Meeting of PKC Group Oyj held on 30 March 2006 adopted the financial statements with the consolidated financial statements and resolved to pay a dividend of EUR 0,45 per share The Board members and the President & CEO were discharged from liability for 2005. Proposals by the Board of Directors to issue stock options and to authorise the Board to decide on the increase of the share capital were accepted.
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to pay a dividend of EUR 0,45 per share i.e. a total of about EUR 8 million. Dividends will be paid to shareholders who are registered on the record
day on 4 April 2006 as shareholders in the company's shareholder register held by Finnish Central Securities Depository Ltd. The dividends will be paid on 11 April 2006.
BOARD OF DIRECTORS AND AUDITOR
The number of Board members was confirmed to be 7. Endel Palla, Risto Suonio, Harri Suutari and Jyrki Tähtinen were re-elected as Board members. Matti Eestilä, Jaakko Niemelä and Matti Ruotsala were elected as new Board members. It was decided to pay the Chairman EUR 40,000 per term, Vice-Chairman EUR 30,000 per term and other members EUR 20,000 per term as well as travel and accommodation expenses related to Board meetings.
Ernst & Young Oy, authorised public accounting firm, with Rauno Sipilä, authorised public accountant, as responsible auditor, will continue as auditor. Auditor's fees and travel expenses are paid in accordance with reasonable invoice.
In the Board of Directors' organisation meeting Harri Suutari was appointed as the Chairman and Jyrki Tähtinen as Vice-Chairman. The Board evaluated the independence of its members and, according to evaluation, the majority of all directors (5 members: Eestilä, Niemelä, Ruotsala, Suonio and Tähtinen) are independent of the company and of its significant shareholders. Board has also resolved to discontinue the Working Committee, because separate working committee for preparing matters concerning the company's strategy and business development was deemed unnecessary for the board work.
ISSUANCE OF STOCK OPTIONS
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal to issue stock options to the key personnel of the PKC Group. The Board of Directors issues the options free of charge to the key personnel employed by or to be recruited by the Group.
The maximum total number of stock options issued will be 697,500 and they will be divided into A, B and C options. The share subscription period shall be from 2009 to 2013. As a result of the share subscriptions with the 2006 stock options, the share capital of PKC Group Oyj may be increased by a maximum total of EUR 234,673.67 when calculated with exact book equivalent value of the share and the number of shares by a maximum total of 697,500 new shares i.e. 3.8% of the Company's shares and voting rights after the potential share capital increase.
The share subscription price for stock options shall be the trade volume weighted average quotation of the PKC Group Oyj share on the Helsinki Stock Exchange with dividend adjustments as defined in the stock option terms.
The Stock Option Terms have been published in their entirety as stock exchange release on 22 February 2006.
AUTHORISATION TO THE BOARD OF DIRECTORS
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal to authorise the Board of Directors to decide on the increase of the share capital by issuing new shares and/or to take convertible loans in one or more instalments. On the basis of authorisation the share capital may be increased at most by an amount corresponding to a maximum of one-fifth of the registered share capital and the aggregate number of votes at the time of the General Meeting's authorisation decision and the Board of Directors' decision to increase the share capital.
The authorisation entitles the Board of Directors to decide on those entitled to subscribe, on the subscription price and terms of subscription, including that shares may be subscribed against payment in kind, by exercising right of set-off, or otherwise on special terms and conditions, as well as on other terms and conditions of the share issue and/or convertible loan. Shareholders' pre-emptive right of subscription may be deviated provided that the Company has weighty financial reasons for doing so. The authorisation is in force for one year from the date of the Annual General Meeting's decision.
The Board's proposal with its attachments has been published as stock exchange release on 22 February 2006.
PKC GROUP OYJ
Board of Directors
President & CEO