EB, ELEKTROBIT CORPORATION'S NOTICE TO THE ANNUAL GENERAL MEETING
(Thomson Reuters ONE) -
STOCK EXCHANGE RELEASE
Free for publication on February 17, 2011, at 8.00 a.m. (CET+1)
EB, ELEKTROBIT CORPORATION'S NOTICE TO THE ANNUAL GENERAL MEETING
Notice is given to the shareholders of Elektrobit Corporation to the Annual
General Meeting to be held on Thursday 31 March 2011 at 1 p.m. at the University
of Oulu, Saalastinsali, Pentti Kaiteran katu 1, 90570 Oulu, Finland. The
reception of persons who have registered for the General Meeting and the
distribution of voting tickets will commence at 12.30 p.m.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Annual Accounts, the Report by the Board of Directors and
the Auditor's report for the year 2010
- Review by the Chief Executive Officer
7. Adoption of the Annual Accounts
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes to the General Meeting that no dividend shall be
distributed.
9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
Shareholders who represent approximately 50.0 per cent of the shares in the
company propose to the General Meeting that to the members of the Board of
Directors to be elected be paid the following monthly remuneration for a term of
office ending at the end of the next Annual General Meeting: 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 the attended 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 are also
entitled to remuneration for attending Board meetings of other companies
belonging to the Elektrobit Group, Ltd as follows: EUR 1,000 for each meeting.
The above-mentioned shareholders furthermore propose that the travel expenses of
the members of the Board of Directors be compensated in accordance with the
company's traveling compensation policy.
11. Resolution on the number of members of the Board of Directors
Shareholders who represent approximately 50.0 per cent of the shares in the
company propose to the General Meeting that the number of members of the Board
of Directors shall be five (5).
12. Election of members of the Board of Directors
Shareholders who represent approximately 50.0 per cent of the shares in the
company propose to the General Meeting that the following persons shall be re-
elected members of the Board of Directors for a term of office ending at the end
of the next Annual General Meeting following the election: Mr. Jorma Halonen,
Mr. Juha Hulkko, Mr. Seppo Laine, Mr. Staffan Simberg and Mr. Erkki
Veikkolainen.
13. Resolution on the remuneration of the Auditor
The Audit and Financial Committee of the Board of Directors proposes to the
General Meeting that the remuneration for the Auditor to be elected will be paid
against the Auditor's reasonable invoice.
14. Election of Auditor
The Audit and Financial Committee of the Board of Directors proposes to the
General Meeting that Ernst & Young Ltd, Authorized Public Accountant Firm be 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, APA, would act as responsible auditor.
15. Authorizing the Board of Directors to decide on the repurchase of own shares
The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized 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 25
March 2010 to decide on the repurchase of the company's own shares.
The authorization is effective until 30 June 2012.
16. Authorizing the Board of Directors to decide on the issuance of shares as
well as the issuance of special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized 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 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 25
March 2010 to decide on the issuance of shares as well as the issuance of
options and other special rights entitling to shares.
The authorization is effective until 30 June 2012.
17. Decision making order
18. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals for the decisions on the matters on the agenda of the general
meeting as well as this notice are available on Elektrobit Corporation's website
at www.elektrobit.com. The annual report, the report of the board of directors
and the auditor's report of Elektrobit Corporation, are available on the above-
mentioned website no later than 4 March 2011. The proposals for decisions and
the other above-mentioned documents are also available at the meeting. Copies of
these documents and of this notice will be sent to shareholders upon request.
The minutes of the meeting will be available on the above-mentioned website as
from 14 April 2011.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 21 March 2011 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the general meeting. A shareholder, whose shares are registered
on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company.
A shareholder, who is registered in the shareholders' register of the company
and who wants to participate in the general meeting, shall register for the
meeting no later than Monday 28 March 2011 by 10.00 a.m. by giving a prior
notice of participation, which shall be received by the company no later than on
the above-mentioned date. Such notice can be given:
a) by e-mail: yhtiokokous(at)elektrobit.com
b) by telephone +358 40 344 3322 or +358 40 344 5425 between 9 a.m. and 4 p.m.
c) by telefax; +358 8 343 032; or
d) by regular mail to the address Elektrobit Oyj, Yhtiökokous, Tutkijantie
8, 90570 Oulu, Finland.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business identity code, address, telephone
number and the name of a possible assistant or proxy representative and the
personal identification number of a proxy representative. The personal data
given to Elektrobit Corporation is used only in connection with the general
meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on the record
date of the general meeting, i.e. on Monday 21 March 2011, would be entitled to
be registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The right to participate in the general meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders' register held by Euroclear Finland Ltd. at the
latest by Monday 28 March 2011 by 10 a.m. As regards nominee registered shares
this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholder's
register of the company, the issuing of proxy documents and registration for the
general meeting from his/her custodian bank. The account management organization
of the custodian bank has to register a holder of nominee registered shares, who
wants to participate in the general meeting, into the temporary shareholders'
register of the company at the latest by the time stated above.
Further information on the general meeting and the participation in the general
meeting can also be found on the company's website www.elektrobit.com.
3. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights
at the meeting by way of proxy representation. A proxy representative shall
produce a dated proxy document or otherwise in a reliable manner demonstrate
his/her right to represent the shareholder at the general meeting. When a
shareholder participates in the general meeting by means of several proxy
representatives representing the shareholder with shares at different securities
accounts, the shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration for the
general meeting.
Possible proxy documents should be delivered to the address Elektrobit Oyj,
Yhtiökokous, Tutkijantie 8, 90570 Oulu, Finland, before the last date for
registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with respect
to the matters to be considered at the meeting.
On the date of this notice to the General Meeting 17 February 2011, the total
number of shares in Elektrobit Corporation and votes represented by such shares
is 129,412,690.
Oulu, 17.2.2011
EB, Elektrobit Corporation
The Board of Directors
Further information:
Jukka Harju
CEO
Tel. + 358 40 344 5466
Päivi Timonen
Chief Legal Officer, Elektrobit Corporation
Tel. + 358 40 344 2794
Distribution:
NASDAQ OMX Helsinki Oy
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 2010 totaled MEUR
161.8. Elektrobit Corporation is listed on NASDAQ OMX
Helsinki.www.elektrobit.com
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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#1489933]
Unternehmensinformation / Kurzprofil:
Datum: 17.02.2011 - 07:04 Uhr
Sprache: Deutsch
News-ID 51603
Anzahl Zeichen: 14189
contact information:
Town:
Oulu
Kategorie:
Business News
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