PROPOSALS TO THE ANNUAL GENERAL MEETING
Resolution on the use of the result shown on the balance sheet and the payment of dividend
The board of directors proposes to the annual general meeting that the result of the financial year be transferred to shareholders' equity and no dividend be distributed for the financial year.
Resolution on the remuneration of the members of the board of directors
The board of directors proposes to the annual general meeting that the chairman of the board be paid EUR 30,000 and each other member of the board EUR 20,000 for the term which will last to the next annual general meeting in 2010. Accordant to the proposal the remuneration of the board work is to be paid semiannually and is only payable to such members of the board who at the moment of election are not employed by the Proha Group. The board proposes that actual travelling expenses are remunerated.
Resolution on the number of members of the board of directors
The board of directors proposes to the annual general meeting that the number of board members be four (4).
Election of members of the board of directors
Shareholders who represent more than ten percent (10%) of the company’s shares and votes have informed the company of that they will propose to the annual general meeting that the following persons will be elected to the board of directors: Ilari Koskelo, Antti Manninen, Hannu Vaajoensuu and Leena Mäkelä. The term of office of the elected board will continue to the close of the annual general meeting in 2010.
Resolution of the remuneration of the auditor
The board of directors proposes to the annual general meeting that the auditor’s costs will be paid as invoiced and approved by the company.
Election of auditor
The board of directors proposes to the annual general meeting that Ernst & Young Oy, Authorized Public Accountants, with APA Ulla Nykky in charge, be re-elected as the company’s auditor. The auditor’s term of office will continue to the close of the annual general meeting in 2010.
Board of directors’ proposal to amend article 12 of the articles of association
The board of directors proposes to the annual general meeting that the article concerning the notice of the general meeting be amended so that the notice of the general meeting shall be given at the latest 21 days before the general meeting. In addition the board of directors proposes that the notice of the general meeting will no longer be published in a newspaper. The amended article 12 of the articles of association would read as follows:
“The notice of the General Meeting must be send to the shareholders not earlier than three (3) months and not later than twenty-one (21) days before the meeting by publishing an announcement of the meeting at the company’s website or by sending the notice to the shareholders by registered mail to the address registered in the shareholders' register.”
Board of directors’ proposal to decrease the share premium account
The board of directors proposes to the annual general meeting that the share premium account be decreased by its total amount of EUR 4,780,244.32 and that the amount be transferred to the invested non-restricted equity fund. After the decrease the amount of the share premium account shall be zero and the share premium account will be closed. The decrease of the share premium account will require the approval of the National Board of Patents and Registration of Finland.