STROMSDAL CORPORATION
STOCK EXCHANGE RELEASE
14 February 2008 at 3.15 pm
SUMMONS TO THE ANNUAL GENERAL MEETING OF STROMSDAL CORPORATION
The shareholders of Stromsdal Corporation are summoned to the Annual General
Meeting of Shareholders (AGM) to be held on Wednesday 26 March 2008 starting at
11:00 pm. at Stromsdal Corporation's conference room in Villa Patruunanmäki,
Puutarhatie 3, 73500 Juankoski, Finland.
The following matters will be addressed at the meeting:
1. Matters to be submitted to the AGM pursuant to Article 9 of the Articles of
Association and Chapter 5, Section 3 of the Finnish Companies Act.
2. Distribution of Dividends
The board of directors proposes that no dividends will be paid for the financial
period ended on 31 December 2007.
3. Fees paid to the members of the Board of Directors and the auditor
The Election Committee proposes that the fees to be paid to the members of the
Board of Directors shall be amended as follows:
The Chairman of the Board receives EUR 4,100 per month in compensation and EUR
600 for each meeting of the Board or of a Board-appointed committee attended.
The Board members receives EUR 1,000 per month in compensation and EUR 500 for
each meeting of the Board or of a Board-appointed committee attended.
The travel expenses shall be compensated according to the rules of the National
Board of Taxes.
Auditor's fees shall be paid according to the invoice.
4. Election of the Auditor
The board of directors proposes that Authorized Public Accounting Firm Ernst &
Young, Ms. Eija Niemi-Nikkola as the responsible auditor, shall continue as the
auditor of the Company.
5. Reduction of funds of unrestricted capital and Share Capital
The board of directors proposes that the fund for unrestricted equity
established in year 2002 (EUR 2.025.936,63) and the fund for invested
unrestricted equity (EUR 5.100.399,45), total EUR 7.126.336,08 are used in full
to cover the confirmed loss in the balance sheet.
The board of directors also proposes that the registered share capital of the
Company, EUR 10,102,906.80, is reduced without compensation by EUR 3.181.441,98
after which reduction the Company's share capital to be registered will be EUR
6.921.464,82, which is divided into 27,515,399 shares.
Of the amount of the share capital reduction, EUR 3.181.441,98 shall be used to
cover the confirmed loss in the balance sheet in accordance with the provisions
in Chapter 14, Section 1.1 of the Finnish Companies Act.
No actions or measures are required by the shareholders. The changes in the
share capital and in the book value of shares become effective upon
registration.
The reduction of share capital as proposed results into restriction on
distribution of profits during the next three years according to Chapter 14,
Section 2.2 of the Finnish Companies Act.
6. Authorization of the Board of Directors to decide on share issue and to
transfer shares in the Company being in the possession of the Company
The board of directors proposes that the AGM authorizes the board of directors
to decide on the issuing of new shares of the company and on the right to
transfer shares of the Company that are in the possession of the Company. New
shares could be issued and own shares in the possession of the company could be
transferred either against consideration or free of charge to the shareholders
of the company in proportion to their ownership in the company or, in deviation
from the shareholders' pre-emptive subscription right, by a directed share issue
if there exists a weighty economic reason for such an issue from the company's
perspective. A directed share issue may be executed free of charge only if there
exists an especially weighty economic reason for the company and taking into
account the interests of all shareholders.
The authorization would include the right to issue special rights as meant in
Chapter 10 Section 1 of the Finnish Companies Act, which rights would entitle
the holder to receive, against payment, new shares in the company or own shares
of the company being in the possession of the company either by paying the
subscription price in cash or by using a receivable from the company to set off
the subscription price.
A maximum amount of 20,000,000 new shares could be issued. A maximum amount of
1,100,000 own shares in the possession of the company could be transferred.
In addition, the authorization would include the right to decide on a share
issue to the company itself free of charge so that that the aggregate amount of
shares issued to the company would be a maximum of one tenth (1/10) of the total
amount of shares in the company. This amount would include all the shares in the
company being in the possession of the company itself or in the possession of
any of its affiliated companies as set out in Chapter 15 Section 11 Paragraph 1
of the Finnish Companies Act.
The board of directors would be entitled to decide on any other issues related
with the share issues.
The authorization would be in force for one year as of the decision of the AGM.
The authorization revokes the authorization decided by the shareholders' meeting
on 29 March 2007.
Documents
The financial statements and the aforementioned proposals are available for
review by the shareholders at the Company's head office, address Juankoskentie
7, 73500 Juankoski and at the web-site of the company at www.stromsdal.com as of
19 March 2008 latest. Copies of the documents will be sent to the shareholders
upon their request and will also be available at the AGM.
Participation and registration
A shareholder, who is registered as a shareholder in the company's shareholders'
register as maintained by the Finnish Central Securities Depository Ltd on 14
March 2008 at the latest and who has announced its participation to the company
on 18 March 2008, at the latest, is entitled to participate in the AGM.
A shareholder who owns shares through custodial nominee account may be
registered temporarily in the shareholders' register on 14 March 2008 for the
participation in the AGM. A request for temporary registration shall be made to
the administrator of the custodial nominee account.
A shareholder who wishes to participate in the AGM is requested to inform of
his/her participation to the company on 17 March 2008 at 4:00 pm. at the latest
either in writing by mail to Stromsdal Corporation, P.O.Box 33, 73501 Juankoski,
Finland, by facsimile +358 (0)17 6886 466 or by e-mail
tuija.lepisto@stromsdal.fi or by phone +358 (0)17 688 641 / Tuija Lepistö.
A written registration letter or message must arrive before the registration
period expires. Possible proxies are requested to be delivered to the above
mentioned address by the end of the registration period.
STROMSDAL CORPORATION
Board of Directors
For further information, please contact:
Mikael Åbacka
Managing Director
Tel. +358 400 737 452
Distribution
Helsinki Stock Exchange
Main Media
www.stromsdal.com
STROMSDAL is a forest based industry company and its board mill is located in
Juankoski, Finland. Stromsdal's sales and customer service network covers more
than 30 countries, mainly in Europe.
For demanding printing jobs Stromsdal offers its customers premium-quality
graphical boards - GraphiArt Duo and GraphiArt Pro - with excellent combination
of printability, brightness and stiffness. For food-packaging Stromsdal offers
its speciality environmentally friendly product - Tecta - a dispersion coated
barrier board, which is 100 per cent plastic-free, bio degradable and fully
recyclable.
Stromsdal's shares are listed on the Small Cap segment of the Helsinki Stock
Exchange (OMX Nordic Exchange Helsinki Oy) under the company code STM1V.
STROMSDAL CORPORATION
Juankoskentie 7 A, P.O.Box 33, FI-73501 Juankoski
Tel. +358 17 688 641, Fax +358 17 612 008
www.stromsdal.com