EB, ELEKTROBIT CORPORATION'S NOTICE TO THE ANNUAL GENERAL MEETING
(Thomson Reuters ONE) - Stock Exchange ReleaseFree for publication on January 16, 2010 at 08.00 am (CET+1)EB, ELEKTROBIT CORPORATION'S NOTICE TO THE ANNUAL GENERAL MEETINGNotice is given to the shareholders of Elektrobit Corporation to the AnnualGeneral Meeting to be held on Thursday 25 March 2010 at 1 pm at the Universityof Oulu, Saalastinsali, Pentti Kaiteran katu 1, 90570 Oulu, Finland. Thereception of persons who have registered for the General Meeting and thedistribution of voting tickets will commence at 12.30 pm.A. MATTERS ON THE AGENDA OF THE GENERAL MEETINGAt the General Meeting, the following matters will be considered:1. Opening of the meeting2. Calling the meeting to order3. Election of persons to scrutinize the minutes and to supervise the countingof votes4. Recording the legality of the meeting5. Recording the attendance at the meeting and adoption of the list of votes6. Presentation of the Annual Accounts, Report by the Board of Directors and theAuditor's report for the year 2009- Review by the CEO7. Adoption of the Annual Accounts8. Deciding on the use of the profit shown on the balance sheet and the paymentof dividendThe Board of Directors proposes to the General Meeting that no dividend shall bedistributed.9. Deciding on the discharge of the members of the Board of Directors and theCEO from liability10. Deciding on the remuneration of the members of the Board of DirectorsShareholders who represent approximately 56.3 per cent of the shares in thecompany propose to the General Meeting that to the members of the Board ofDirectors to be elected be paid the following monthly remuneration for a term ofoffice ending at the end of the next Annual General Meeting: to the Chairman ofthe Board of Directors EUR 3,500 and to the other members of the Board ofDirectors EUR 2,000 each. In addition, the Board members are entitled tocompensation for the attended Board Committee meetings as follows: the Chairmanof the Committee EUR 600 for each meeting and other Committee members EUR 400for each meeting.The above-mentioned shareholders furthermore propose that the travel expenses ofthe members of the Board of Directors be compensated in accordance with thecompany's traveling compensation policy.11. Deciding on the number of members of the Board of DirectorsShareholders who represent approximately 56.3 per cent of the shares in thecompany propose to the General Meeting that the number of members of the Boardof Directors shall be five (5).12. Election of members of the Board of DirectorsShareholders who represent approximately 56.3 per cent of the shares in thecompany propose to the General Meeting that the following persons shall bere-elected members of the Board of Directors for a term of office ending at theend of the next Annual General Meeting following the election: Mr. JormaHalonen, Mr. Juha Hulkko, Mr. Seppo Laine, Mr. Staffan Simberg and Mr. ErkkiVeikkolainen.13. Deciding on the remuneration of the AuditorThe Audit and Financial Committee of the Board of Directors proposes to theGeneral Meeting that the remuneration for the Auditor to be elected will be paidagainst the Auditor's reasonable invoice.14. Election of AuditorThe Audit and Financial Committee of the Board of Directors proposes to theGeneral Meeting that Ernst & Young Ltd, Authorized Public Accountant Firm, withJari Karppinen, APA, as responsible Auditor, be re-elected Auditor of thecompany for a term of office ending at the end of the next Annual GeneralMeeting following the election.15. Proposal by the Board of Directors to amend the Articles of AssociationThe Board of Directors proposes to the General Meeting that Section 7 of theArticles of Association of the company be amended so that notice to the GeneralMeeting shall be delivered three weeks before the General Meeting, at thelatest, however no less than 9 days prior to the record date of the GeneralMeeting.16. Authorizing the Board of Directors to decide on the repurchase of own sharesThe Board of Directors proposes to the General Meeting that the Board ofDirectors be authorized to decide on the repurchase of the company's own sharesas 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 thecompany. Only the unrestricted equity of the company can be used to repurchaseown shares on the basis of the authorization.Own shares can be repurchased at a price formed in public trading on the date ofthe repurchase or otherwise at a price formed on the market.The Board of Directors decides how own shares will be repurchased. Own sharescan be repurchased using, inter alia, derivatives. Own shares can be repurchasedotherwise than in proportion to the shareholdings of the shareholders (directedrepurchase).The authorization cancels the authorization given by the General Meeting on 19March 2009 to decide on the repurchase of the company's own shares.The authorization is effective until 30 June 2011.17. Authorizing the Board of Directors to decide on the issuance of shares aswell as the issuance of options and other special rights entitling to sharesThe Board of Directors proposes to the General Meeting that the Board ofDirectors be authorized to decide on the issuance of shares as well as theissuance of options and other special rights entitling to shares referred to inChapter 10 Section 1 of the Companies Act as follows.The amount of shares to be issued shall not exceed 25,000,000 shares, whichcorresponds 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 sharesand of special rights entitling to shares. The authorization concerns both theissuance of new shares as well as the transfer of treasury shares. The issuanceof shares and of special rights entitling to shares may be carried out indeviation from the shareholders' pre-emptive rights (directed issue).The authorization cancels the authorization given by the General Meeting on 19March 2009 to decide on the issuance of shares as well as the issuance ofoptions and other special rights entitling to shares.The authorization is effective until 30 June 2011.18. Proposal by the Board of Directors to distribute funds from the sharepremium fundThe Board of Directors proposes to the General Meeting that EUR 0.20 per share,corresponding at the date of the notice to the General Meeting an aggregateamount of EUR 25,882,538 based on the number of shares, be distributed to theshareholders from the share premium fund in the parent company's balance sheetas at 31 December 2009.The distribution of the share premium fund requires public notice andregistration procedure in accordance with Chapter 14, Sections 3-5 of theCompanies Act. The distributable amount shall be paid after the Finnish NationalBoard of Patents and Registration has given its consent to the distribution ofthe share premium fund which is expected to take place in July 2010, at theearliest. The Board of Directors proposes that it will be authorized to decideon the record date and payment date of the distribution as soon as possibleafter the consent of the Finnish National Board of Patents and Registration onthe distribution of the share premium fund has been received.The Board of Directors further proposes that if the company has contrary to theBoard of Directors' proposal in item 8 decided to distribute dividends to theshareholders, the amount per share to be distributed from the share premium fundproposed above will be reduced by the amount per share of the distributeddividend. If the dividend is not determined as dividend per share, the Board ofDirectors proposes that the distributed dividend shall be converted to dividendper share, rounded to the nearest full cent and subtracted from the proposedamount per share.The Board of Directors notes that if the General Meeting approves the Board'sproposal regarding the distribution of the share premium fund, the sharesubscription right for the option rights 2005B, 2005C, 2005D, 2006A, 2008A and2008B shall be amended by reducing the share subscription price by the sameamount per share that is distributed from the share premium fund.There are in total EUR 64,579,391.50 in the parent company's share premium fundat the date of this notice to the General Meeting and thus the maximum amount ofthe decrease of the share premium fund is EUR 64,579,391.50.The amount of the company's restricted equity (EUR 77,520,660.50) compared tothe company's liabilities (EUR 14,265,420.38) and the needs of the company'sbusiness is larger than needed. The distribution of the share premium fund inthe proposed manner would strengthen the use of the company's assets after whichthe company would still have strong equity ratio and excellent liquidity tofurther develop the company's operations.19. Proposal by the Board of Directors to transfer the funds from the sharepremium fund to the invested non-restricted equity fundThe Board of Directors proposes to the General Meeting that the share premiumfund in the parent company's balance sheet as at 31 December 2009 be decreasedsuch that all the funds remaining in the share premium fund after the possibledistribution of the share premium fund referred to in item 18 above shall betransferred to the company's invested non-restricted equity fund.If the number of the company's shares does not change between the delivery ofthe notice to the General Meeting and the decrease of the share premium fund andif the General Meeting approves the Board of Directors' proposal in item 18above regarding the distribution of the funds from the share premium fund by EUR0.20 per share (in total by EUR 25,882,538), the amount of the decrease of theshare premium fund on the basis of this item is EUR 38,696,853.50.The decrease of the share premium fund as referred to in this item also requirespublic notice and registration procedure in accordance with Chapter 14, Sections3-5 of the Companies Act. The decrease becomes effective when the procedure hasended.The proposed decrease of the share premium fund would lead to a more flexiblecapital structure and would enable more efficient use of funds, includingdistribution of funds to shareholders without the public notice and registrationprocedure referred to in Chapter 14 of the Companies Act.There are in total EUR 64,579,391.50 in the parent company's share premium fundat the date of this notice to the General Meeting and thus the maximum amount ofthe decrease of the share premium fund is EUR 64,579,391.50.20. Decision-making order21. Closing of the meetingB. DOCUMENTS OF THE GENERAL MEETINGThe proposals to the General Meeting relating to the agenda of the GeneralMeeting as well as this notice are available on Elektrobit Corporation's websiteat www.elektrobit.com. Elektrobit Corporation's Annual report, including theAnnual Accounts, the report of the Board of Directors and the Auditor's reportas well as the company's Corporate Governance Statement, is available on theabove-mentioned website no later than 4 March 2010. The proposals to the GeneralMeeting and the Annual Accounts are also available at the General Meeting.Copies of these documents and of this notice will be sent to shareholders uponrequest. The minutes of the General Meeting will be available on theabove-mentioned website as from 8 April 2010.C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING1. The right to participate and registrationEach shareholder, who on the record date of the General Meeting, 15 March 2010,is registered in the company's shareholders' register held by Euroclear FinlandLtd, has the right to participate in the General Meeting. A shareholder, whoseshares are registered on his/her personal book-entry account, is registered inthe company's shareholders' register.A shareholder, who wants to participate in the General Meeting, shall registerfor the General Meeting no later than 22 March 2010 by 10.00 am by giving aprior notice of participation. Such notice can be given:a) by e-mail; yhtiokokous(at)elektrobit.comb) by telephone; +358 40 344 3322 or +358 40 344 5425 between 9 am and 4 pmc) by telefax; +358 8 343 032 ord) by regular mail to the address Elektrobit Oyj, Yhti?ous, Tutkijantie8, 90570 Oulu, Finland.In connection with the registration, a shareholder shall notify his/her name,personal identification number, address, telephone number and the name of apossible assistant. The personal data given to Elektrobit Corporation is usedonly in connection with the General Meeting and with the processing of relatedregistrations.Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who ispresent at the General Meeting has the right to request information with respectto the matters to be considered at the General Meeting.2. Proxy representative and powers of attorneyA shareholder may participate in the General Meeting and exercise his/her rightsat the General Meeting by way of proxy representation.A proxy representative shall present a proxy document or in another reliablemanner demonstrate his/her right to represent the shareholder. When ashareholder participates in the General Meeting by means of several proxyrepresentatives representing the shareholder with shares at different securitiesaccounts, the shares by which each proxy representative represents theshareholder shall be identified in connection with the registration for theGeneral Meeting.Possible proxy documents should be delivered to the address Elektrobit Oyj,Yhti?ous, Tutkijantie 8, 90570 Oulu, Finland, before the last date forregistration.3. Holders of nominee registered sharesA holder of nominee registered shares is advised to request without delaynecessary instructions regarding the registration in the shareholders' registerof the company, the issuing of proxy documents and registration for the GeneralMeeting from his/her custodian bank. The account operator of the custodian bankwill register a holder of nominee registered shares, who wants to participate inthe General Meeting, to be temporarily entered into the shareholders' registerof the company at the latest on 22 March 2010 by 10.00 am. Temporaryregistration into the shareholders' register is deemed as a simultaneousregistration for the General Meeting. Further information on these matters canalso be found on the company's website www.elektrobit.com.4. Other informationOn the date of this notice to the General Meeting 16 February 2010, the totalnumber of shares in Elektrobit Corporation is 129,412,690 and the total numberof votes is 129,412,690.Oulu, 16 February 2010Elektrobit CorporationBoard of DirectorsAdditional information:Panu MiettinenChief Financial Officer, Elektrobit CorporationTel. +358 40 344 5338P?i TimonenChief Legal Officer, Elektrobit CorporationTel. +358 40 344 2794Distribution:NASDAQ OMX HelsinkiMain mediaEB, Elektrobit CorporationEB creates advanced technology and turns it into enriching end-user experiences.EB is specialized in demanding embedded software and hardware solutions forwireless and automotive industries. The net sales for the year 2008 totalledMEUR 172.3. Elektrobit Corporation is listed on NASDAQ OMXHelsinki.www.elektrobit.com.
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Datum: 16.02.2010 - 07:07 Uhr
Sprache: Deutsch
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