eQ CORPORATION STOCK EXCHANGE RELEASE 13.3.2007
NOTICE TO CONVENE TO ANNUAL GENERAL MEETING
(Translation from Finnish language original)
The shareholders of eQ Corporation are hereby invited to attend the Annual
General Meeting to be held on Friday, March 30, 2007 at 9.00 a.m. at the company
headquarters, address Mannerheiminaukio 1 A, Helsinki. Listing of the attendants
will begin at 8.30 a.m.
The following matters will be handled at the Meeting:
1. Matters to be addressed at the Annual General Meeting according to the
Section 11 of the Articles of Association
2. Board of Directors' proposal to amend the Articles of Association
The Board of Directors proposes that the Articles of Association will be amended
so that it would better correspond to the provisions of the new Finnish
Companies Act in force as of September 1, 2006. The Board of Directors proposes
the following amendments to the Articles of Association:
(a) Removal of article 3 concerning the minimum and maximum share capital
(b) Amendment of article 4 of the Articles of Association so that the article
will note the shares belong to the book-entry system. Removal of other parts of
the article.
(c) Amendment of article 7 of the Articles of Association so that instead of
the right to sign for the company, the term “representation” of the new Finnish
Companies Act will be used.
(d) Replacing the possibility to give procuration mentioned in article 8 under
section concerning representation.
(e) Amendment of article 11 of the Articles of Association so that in the
Annual General Meeting of Shareholders the financial statements, containing the
consolidated financial statements, and the annual report will be presented and
that the Annual General Meeting of Shareholders shall resolve on the adoption
of the financial statements and the use of profit shown in the balance sheet.
(f) Amendment of the article numbering of the Articles of Association so that
the numbering will be consecutive and the Articles of Association will not
contain empty articles in place of the removed provisions of the Articles of
Association.
3. Board of Directors' proposal to authorise the Board of Directors to resolve
on the repurchase of the company's own shares
The Board of Directors proposes that the General Meeting of Shareholders shall
authorise the Board of Directors to resolve on the repurchase of up to
1,000,000 own shares taking, however, into account the provisions of the Finnish
Companies Act on the maximum amount of own shares held by a company. The maximum
number of shares to be repurchased is less than 10 per cent of all shares of the
company.
The shares can be repurchased in one or several instalments deviating from
the proportion of shares owned by the shareholders by using funds in the
unrestricted free equity. The purchase price of the shares will be based on the
fair value of the repurchase date formed in public trading.
The shares can be repurchased in order to use them as consideration in
possible business acquisitions or other arrangements belonging to the company's
business, to finance investments, as a part of the company's incentive system,
to develop the company's capital structure, or to be held by the company or to
be otherwise further conveyed or invalidated.
The proposal authorises the Board of Directors to resolve on other terms and
conditions relating to the repurchase of the company's own shares.
The authorisation will be valid until the end of the next Annual General
Meeting; however, not longer than until June 30, 2008.
4. Board of Directors' proposal to authorise the Board of Directors to resolve
on a share issue and granting of option rights and other special rights
entitling to the shares
The Board of Directors proposes that the General Meeting of Shareholders shall
authorise the Board of Directors to resolve on the issuance of new shares in
one or several instalments, to convey own shares in the company's possession
and to grant option rights and special rights pursuant to chapter 10, section 1
of the Finnish Companies Act so that the aggregate maximum number of shares
granted on the basis of the authorisation will be 6,700,000 shares.
The authorisation is proposed to be used for financing or implementing possible
business acquisitions or other arrangements or investments belonging to the
company's business, for implementing the company's incentive scheme or for
other purposes determined by the Board of Directors.
The authorisation is proposed to contain the Board of Directors' right to
resolve on all terms and conditions regarding a share issue and granting of
option rights and special rights pursuant to chapter 10, section 1 of the
Finnish Companies Act. Thus, the authorisation includes also the right for
direct issue of shares, option rights or special rights in deviation from the
shareholders' pre-emptive subscription right on the terms and conditions
prescribed by law and the right to resolve on a issue free of charge to the
company itself taking, however, into account the provisions of the Finnish
Companies Act concerning the maximum number of own share in the possession
of a company.
The authorisation is proposed to be valid for five years at most from the
resolution of the General Meeting of Shareholders.
5. Board of Directors' proposal to amend the 2004 option programme
The Board of Directors proposes that the terms and conditions of the company's
2004 option programme will be amended so that
(a)the subscription price of the shares will be recognised in the company's
invested free equity fund (not in share capital) (II.1.) and
(b)the rights of shareholders will commence after the shares (not the share
capital) have been registered with the Trade Register (II.5).
Election of the members of the Board of Directors
Shareholders representing more than 50 % of the shares and votes of eQ
Corporation have informed to the company that they will propose to the Annual
General Meeting that the number of members in the company Board of Directors is
six and that the following persons to be re-elected as Board members: Georg J.
C. Ehrnrooth, Timo Everi, Johan Horelli, Antti Pankakoski, Miika Varjovaara and
Petteri Walldén. The individuals proposed have given their consent to election
and have informed to the company that they would support Georg J.C. Ehrnrooth as
Chairman of the Board and Johan Horelli as Deputy Chairman of the Board.
Shareholders representing more than 50 % of the shares and votes of eQ
Corporation have informed to the company that they will propose to the Annual
General Meeting that the fee paid to the Chairman of the Board would be EUR
25,000 per year and the fee paid to Members of the Board EUR 20,000 per year.
Auditor
The Board of Directors proposes to the Annual General Meeting that the
Authorised Public Accountant Corporation KPMG Oy Ab continues as the auditor of
the company. The auditor has given its consent to such election.
Right to attend the Annual General Meeting
A shareholder is entitled to attend the Annual General Meeting provided that he
is no later than March 20, 2007 entered as a shareholder in the shareholder
register of the company held by the Finnish Central Securities Depository Ltd.
or if he is entitled thereto under Chapter 3, Section 2, Subsection 1 of the
Companies Act.
The nominee-registered shareholders shall inform the custodians at the latest
March 20, 2007 to be included in the list of the company's shareholders drawn up
for the Annual General Meeting.
Registration
A shareholder who wishes to attend the Annual General Meeting shall inform the
company thereof at the latest on March 23, 2007 by 4.00 p.m. either by written
notice to the address eQ Oyj/Johanna Jänkävaara, Mannerheiminaukio 1 A, 00100
Helsinki, by fax to number (09) 6817 8463 or by e-mail to ir@eQ.fi. The notice
should arrive before the period of notice ends. Any proxies should be delivered
to the company within the registration period.
Information
Copies of the financial statements, the proposals of the Board of Directors with
their appendices as well as other documents related thereto as required by the
Companies Act will be held available at the company headquarters,
Mannerheiminaukio 1 A, 00100 Helsinki as of March 23, 2007, and at the Annual
General Meeting. Copies of these documents will be sent to the shareholders at
request. eQ Corporation Annual Report for the year 2006 will be available as of
March 23, 2007 at company headquarters and www.eQ.fi. The Annual Report will be
sent to the shareholders at request.
Dividend distributions
The Board of Directors proposes that for the financial period ended on December
31, 2006 the shareholders of the company will be paid dividend of EUR 0.40 per
share, i.e. amounting to EUR 13,485,379.60. Shareholders who no later than on
the record date on April 4, 2007 have been entered as shareholders in the
company's shareholder register held by the Finnish Central Securities Depository
Ltd have the right to dividend. The Board of Directors proposes the payment date
of dividend to be April 13, 2007.
Helsinki, March 13, 2007
eQ Corporation
The Board
For further information:
Antti Mäkinen tel. +358 9 6817 8686
CEO gsm. +358 50 561 1501
eQ Corporation e-mail antti.makinen@eQ.fi
Distribution:
Helsinki Stock Exchange
Main media
www.eQ.fi