DECISIONS OF THE ANNUAL GENERAL MEETING OF EVIA OYJ 23 MARCH 2007
The Annual General Meeting (AGM) of Shareholders of Evia Oyj adopted the
financial statements for 2006 and discharged the members of the Board of
Directors and the Managing Director from liability, The Meeting decided that no
dividends shall be paid for the year 2006.
The AGM decided the Board of Directors shall consist of four members. Matti
Lainema, Ph.D. (Econ) and Jani Björn, M.Sc (Econ), M.Sc. (Techn) were elected as
new members of the Board. Lainema has a distinguished career in marketing and
management positions, in strategy consultancy and development of board
activities. He has held memberships in the Boards of various companies and was,
among others, a member of Evia Oyj's Board of Directors in 1997 - 2002. Björn is
employed as a risk management specialist in Samlink Oy. Previously Björn has
worked (in the Jyväskylä region) in various development-related positions in the
field of financial administration, financing and information services.
CEO of Evia Oyj Jari Torvelainen, MSc, MBA, and Matti Makkonen, MSc (Tech), were
re-elected to the Board.
Matti Makkonen is an independent member of the Board. Stratexi Oy, which is
under sole ownership of Jari Torvelainen, holds 1 509 850 shares in Evia Oyj.
Björn holds 72,500 and Lainema 17,000 shares in Evia Oyj.
In the organising meeting of the Board of Directors Matti Makkonen was elected
Chairman and Matti Lainema Deputy Chairman.
Authorized public accountants BDO FinnPartners Oy were elected company auditors,
with Pertti Hiltunen APA as principal auditor.
The Annual General Meeting decided to lower the company's current share capital
by EUR 1,615,000 in order to cover the loss in the confirmed balance sheet in
proportion to the shareholdings. As a result the Company's registered share
capital of EUR 3,465,000 is decreased to EUR 1,850,000.
The reduction of share capital would not affect the number of shares issued by
the Company or the distribution voting rights. The decrease in share capital
would not require any action from the share owners.
The Meeting authorised the Board of Directors to decide to issue new shares in
one or more lots. The share issue can be carried out as a share issue against
payment or without consideration on terms to be determined by the Board of
Directors and in relation to a share issue against payment at a price to be
determined by the Board of Directors. The authorisation comprises the right to
deviate from the shareholders' pre-emptive subscription right provided that the
company has an important financial reason for the deviation in a share issue
against payment and provided that the company, taking into account the interest
of all its shareholders, has a particularly important financial reason for the
deviation in a share issue without consideration. Within the above mentioned
limits the authorisation can be used e.g. in order to strengthen the company's
capital structure, to broaden the company's ownership, to be used as payment in
corporate acquisitions or when the company acquires assets relating to its
business and as part of the company's incentive programmes.
The authorization includes the right for the Board of Directors to determine the
terms and conditions of the issue and re-issue of shares, share option rights
and other entitlements referred to in the Finnish Companies Act, chapter 10,
paragraph 1, including the right to resolve to issue shares without a
subscription price. The shares may also be subscribed for or own shares conveyed
against contribution in kind or by means of set-off.
The number of newly issued shares is a maximum of 1,000,000. The Board of
Directors retains the right to decide other issues related to issue of shares
and granting of special rights. The authorisation is in force for one year
following the decision by the Annual General Meeting.
The Annual General Meeting decided to approve The Board of Directors proposal to
changes the old Articles of Association with a new one. Changes are mainly
technical due to the new Finnish Companies Act. Company's line of business was
defined to marketing communications, organizational and IR-communications,
digital communications, graphic design, client relation marketing, web-based
business as well as marketing and management consulting services. Company can
also be engaged in the security market trading.
The minutes of a meeting is on view for the shareholders on Evia Oyj's head
office at the latest on the 6th of April 2007.
Evia Oyj
Jari Torvelainen
CEO
Tel. +358 40 555 5553, +358 9 12551
e-mail: jari.torvelainen@evia.fi
Distribution:
Helsinki Stock Exchange
Key media
www.evia.fi
Evia Oyj is the leading integrated marketing company in Finland, which can
provide their clients a wide range of services from advertising and branding to
communications. Group had in the year 2006 around 90 employees. The turnover of
the company was 10.7 M€ on 2006.
Matti Lainema, Ph.D. (Econ) and Jani Björn, M.Sc (Econ), M.Sc. (Techn) were elected as new members of the Board
| Source: Evia Oyj