DECISIONS OF THE ANNUAL GENERAL MEETING OF EB, ELEKTROBIT CORPORATION
(Thomson Reuters ONE) -
STOCK EXCHANGE RELEASE
Free for publication on March 26, 2012 at 3.30 p.m. (CET+1)
DECISIONS OF THE ANNUAL GENERAL MEETING OF EB, ELEKTROBIT CORPORATION
The Annual General Meeting of EB, Elektrobit Corporation was held on March
26, 2012, at 1.00 p.m. at the address the University of Oulu, Saalastinsali,
Pentti Kaiteran katu 1, 90570 Oulu, Finland. The Annual General Meeting approved
the annual accounts for the financial year 2011 and discharged the Company's
management from liability.
USE OF THE PROFITS SHOWN ON THE BALANCE SHEET AND PAYMENT OF DIVIDEND
The General Meeting decided in accordance with the proposal of the Board of
Directors that no dividend shall be distributed.
ELECTION AND REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
The Annual General Meeting decided that the Board of Directors shall comprise
five (5) members. Jorma Halonen, Juha Hulkko, Seppo Laine, Staffan Simberg and
Erkki Veikkolainen were elected members of the Board of Directors for a term of
office expiring at the end of the next Annual General Meeting.
At its assembly meeting held on March 26, 2012, the Board of Directors has
elected Mr. Seppo Laine Chairman of the Board. Further, the Board has resolved
to keep the Audit and Financial Committee with Mr. Staffan Simberg (Chairman of
the committee) and Mr. Seppo Laine as committee members.
The following monthly remuneration shall be paid to the members of the Board of
Directors: to the chairman of the Board of Directors EUR 3,500 and to the other
members of the Board of Directors EUR 2,000 each. In addition, the members of
the Board of Directors are entitled to compensation for attending Board
Committee meetings as follows: the chairman of the Committee EUR 600 for each
meeting and other Committee members EUR 400 for each meeting. The members of the
Board of Directors, who also act as Board members of other companies belonging
to the Elektrobit Group, are also entitled to compensation for attending Board
meetings of such other group companies as follows: EUR 1,000 for each meeting.
Travel expenses of the members of the Board of Directors shall be reimbursed in
accordance with the Company's travel policy.
ELECTION AND REMUNERATION OF THE AUDITOR AND DEPUTY AUDITOR
Ernst & Young Ltd, authorized public accountants, was re-elected auditor of the
Company for a term of office ending at the end of the next Annual General
Meeting. Ernst & Young Ltd has notified that Mr. Jari Karppinen, authorized
public accountant, will act as responsible auditor. It was decided that the
remuneration to the auditor shall be paid against the auditor's reasonable
invoice.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY'S
OWN SHARES
The General Meeting authorized the Board of Directors to decide on the
repurchase of the Company's own shares as follows.
The amount of own shares to be repurchased shall not exceed 12,500,000 shares,
which corresponds to approximately 9.66 per cent of all of the shares in the
company. Only the unrestricted equity of the company can be used to repurchase
own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of
the repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be repurchased. Own shares
can be repurchased using, inter alia, derivatives. Own shares can be repurchased
otherwise than in proportion to the shareholdings of the shareholders (directed
repurchase).
The authorization cancels the authorization given by the General Meeting on
March 31, 2011 to decide on the repurchase of the company's own shares.
The authorization is effective until June 30, 2013.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AS WELL
AS THE ISSUANCE OF SPECIAL RIGHTS ENTITLING TO SHARES
The General meeting authorized the Board of Directors to decide on the issuance
of shares and other special rights entitling to shares referred to in chapter
10 section 1 of the Companies Act as follows.
The amount of shares to be issued shall not exceed 25,000,000 shares, which
corresponds to approximately 19.32 per cent of all of the shares in the company.
The Board of Directors decides on all the conditions of the issuance of shares
and of special rights entitling to shares. The authorization concerns both the
issuance of new shares as well as the transfer of treasury shares. The issuance
of shares and of special rights entitling to shares may be carried out in
deviation from the shareholders' pre-emptive rights (directed issue).
The authorization cancels the authorization given by the General Meeting on
March 31, 2011 to decide on the issuance of shares as well as the issuance of
other special rights entitling to shares referred to in Chapter 10 Section 1 of
the Companies Act.
The authorization is effective until June 30, 2013.
Oulu, March 26, 2012
EB, Elektrobit Corporation
The Board of Directors
Further information:
Jukka Harju
CEO
Tel. + 358 40 344 5466
Päivi Timonen
Chief Legal Officer
Tel. + 358 40 344 2794
Distribution:
NASDAQ OMX Helsinki
Principal media
EB, Elektrobit Corporation
EB creates advanced technology and turns it into enriching end-user experiences.
EB is specialized in demanding embedded software and hardware solutions for
wireless and automotive industries. The net sales for the year 2011 totaled MEUR
162.2. Elektrobit Corporation is listed on NASDAQ OMX Helsinki.
www.elektrobit.com
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Elektrobit Oyj via Thomson Reuters ONE
[HUG#1597208]
Unternehmensinformation / Kurzprofil:
Datum: 26.03.2012 - 14:30 Uhr
Sprache: Deutsch
News-ID 128382
Anzahl Zeichen: 6982
contact information:
Town:
Oulu
Kategorie:
Business News
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