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Elektrobit Group Oyj - EB, ELEKTROBIT CORPORATION'S NOTICE TO THE ANNUAL GENERAL MEETING

February 17, 2011

EB, ELEKTROBIT CORPORATION'S NOTICE TO THE ANNUAL GENERAL MEETING


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: [email protected]
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