HELSINKI, Finland, April 14, 2004 (PRIMEZONE) -- The Annual General Meeting of Proha Plc made the following decisions:
1. The issues inherent to the Annual General Meeting under section 11 of the Articles of Association
The Annual General Meeting confirmed the 2003 Financial Statements and discharged the Board of Directors and CEO from liability. The Annual General Meeting approved the Board of Directors' proposal that the net loss for the financial period be transferred to profit/loss brought forward account and no dividend is paid.
The following five members were elected to the Board of Directors of Proha Plc: Olof Odman, Pekka Pere, Alec Gores, Carlo Boldi and Pekka Makela.
The Annual General Meeting decided that each Board member, not employed by the Proha Group or by Gores Technology Group, to be paid EUR 18,000 per year as remuneration for board work.
Ernst & Young Oy was elected to continue as the Company's auditor, with Ulla Nykky, APA, as the auditor in charge.
2. The Board of Directors' proposal for option rights
The Annual General Meeting approved the Board of Directors proposal to issue a maximum of 850,000 option rights, that are offered deviating from the shareholders' pre-emptive subscription right to certain key employees in Proha Group. The Board of Directors shall decide on distribution of the option rights to all such persons who are not members of the Board of Directors. As requested by the newly elected Board of Directors the Annual General Meeting did not distribute any option rights to the members of the Board or the CEO.
The subscription of the option rights will begin on April 14, 2004 and will end on April 21, 2004. These subscriptions may increase the share capital of Proha Plc by a maximum of 850,000 shares and at the most by EUR 221,000. The options now issued constitute a maximum of 1.6% of the Company's shares and voting rights after the potential share capital increase. The option terms and conditions are in Appendix 1 to the Notice of General Annual Meeting.
3. Authorization to increase the Company's share capital
The General Meeting authorized the Board of Directors to increase the Company's share capital through an issue of new shares, stock options, option warrants and/or convertible deviating from the shareholders' pre-emptive subscription right. Pursuant to this authorization, the aggregate maximum number of new shares to be issued or offered for subscription pursuant to stock options, option warrants and/or convertible bonds shall not exceed 10,673,454 shares with an account equivalent value of EUR 0.26 each, and the share capital of the Company may be increased by no more than EUR 2,775,098.04, which represents 20% of the currently registered share capital and of the votes that can be cast in the General Meeting of Shareholders. The authorization is valid for a period of one year from the Annual General Meeting. The Annual General Meeting decided that the authorization by the Annual General Meeting on April, 24, 2003 thus expires with immediate effect.
Proha Plc
Pekka Pere CEO
More information PROHA PLC CEO Pekka Pere, tel. +358 20 4362 100 pekka.pere@proha.com www.proha.com
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http://www.waymaker.net/bitonline/2004/04/14/20040414BIT00300/wkr0001.doc
http://www.waymaker.net/bitonline/2004/04/14/20040414BIT00300/wkr0002.pdf