Eirikuva Digital Image Oyj Abp
NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF EIRIKUVA DIGITAL IMAGE OYJ ABP
Eirikuva Digital Image Oyj Abp / Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. ---------------------------------------------------------------------- NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF EIRIKUVA DIGITAL IMAGE OYJ ABP TIME: 16.09.2008 at 13.00 PLACE: Corporate Headquarters, Heinolan Vanhatie 25, 15170 Lahti, Finland THE GENERAL MEETING SHALL ADDRESS THE FOLLOWING ITEMS Confirmation of the interim financial statements 1.1.-30.6.2008 Resolution on measures to remedy the financial position of the company The company's equity is less than one half of the share capital, for which purpose the Board of Directors convenes an extraordinary general meeting in accordance with Chapter 20, Section 23.1 of the Finnish Limited Liability Companies Act to consider measures to remedy the financial position of the company. Board's proposal to abolish Sections 3 § and 4 § from the Articles of Association The Board of Directors proposes to the General Meeting, due to the new Limited Liability Companies Act and the proposed reduction of the share capital and authorization to decide on share issue and special rights, that Section 3 § of the Articles of Association concerning maximum and minimum share capital be deleted, the nominal value of a share abandoned and thus Section 4 § concerning the nominal value deleted. Due to the deleted Sections it is proposed that the numbering of following sections in the Articles of Association be changed as consecutive. Board's proposal to reduce the reserve for invested unrestricted equity and the share capital The Board of Directors proposes to the General Meeting that the reserve for invested unrestricted equity of the company, 722.000,00 euros, will be reduced in full to cover the losses in the interim financial statements proposed to be confirmed above. In addition, the Board of Directors proposes that the company's registered share capital, 1.408.000,00 euros, is reduced by 1.328.000,00 euros after which reduction the share capital of the company to be registered will be 80.000,00 euros, which is divided into 3.520.000 shares. The amount of the share capital reduction shall be used in full to cover the losses in the interim financial statements proposed to be confirmed above in accordance with Chapter 14, Section 1.1 of the Finnish Limited Liability Companies Act. No actions or measures are required by the shareholders. The change in the share capital becomes effective upon registration. The reduction of the share capital as proposed above results into restriction on distribution of profits during the three years following the registration of the reduction according to Chapter 14, Section 2.2 of the Finnish Limited Liability Companies Act. Board's proposal for authorization of the Board to decide on share issue and on special rights The Board of Directors proposes that the General Meeting authorizes the Board to decide on share issue and on issue of option rights and other special rights in accordance with the following terms and conditions: - the authorization can be used i.a. to develop the capital structure of the company, to create share-based incentive schemes of the company, as well as to implement and finance acquisitions and other co-operation arrangements; - according to the authorization the Board can decide on the issue in one or several tranches so that the number of new issued shares shall not exceed 3.520.000; - otherwise the Board is authorized to decide on all the terms and conditions of the share issue and issue of special rights including the right to decide on the directed share issue and directed issue of special rights; and - the authorization is proposed to be valid until the next annual general meeting. This proposed authorization shall not affect the authorization by the Annual General Meeting on 4 June 2008 on share issues and special rights which is in force in accordance with the present terms and conditions. The total number of new issued shares may on the basis of the present and the above proposed authorizations not exceed 7.040.000 with regard to share issue and 3.872.000 with regard to option and other special rights, however, altogether 7.392.000 shares at the most. PARTICIPATION AND REGISTRATION Shareholders entered in the shareholders' register maintained by the Finnish Central Securities Depositary by 5 September 2008 at the latest and who have announced their participation to the company as described below have the right to participate in the General Meeting. In order to be allowed to participate in the General Meeting, a shareholder is requested to inform of his/her participation to the company by 9 September 2008 at 16.00, at the latest, in writing to Eirikuva Digital Image Oyj, Heinolan Vanhatie 25, 15170 Lahti, Finland; by e-mail to merja.ailama-makitalo@eirikuva.fi; by telefax to + 358 (0)3-8118311; or by phone to + 358 (0)40-5453357. Registration must be completed by the end of the registration period. Any proxies shall be submitted to the above-mentioned postal address by the end of the registration period. Shareholders in the administrative register Shareholders who own shares through custodial nominee account are allowed to participate in the General Meeting if they are temporarily registered in the shareholders' register on 5 September 2008 at the latest. In order to register and inform participation in the General Meeting, these shareholders must contact their administrators of the custodial nominee account well in advance before the mentioned deadlines. Availability and delivery of the meeting documents The financial statements 1.1.-30.6.2008, the aforementioned Board's proposals and other documents to be made available for review according to the Finnish Limited Liability Companies Act are available for review by shareholders as of 9 September 2008, at the latest, at the Corporate Headquarters at Heinolan Vanhatie 25, 05170 Lahti, Finland. Copies of the mentioned documents will be sent to shareholders on request. Lahti, August 29, 2008 EIRIKUVA DIGITAL IMAGE OYJ ABP Board of Directors News Source: NASDAQ OMX 29.08.2008 Financial News transmitted by DGAP ---------------------------------------------------------------------- Language: English Issuer: Eirikuva Digital Image Oyj Abp Finland Phone: Fax: E-mail: Internet: ISIN: FI0009015580 WKN: End of News DGAP News-Service ---------------------------------------------------------------------------
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