Elektrobit Group Oyj - DECISIONS OF THE ANNUAL GENERAL MEETING OF EB, ELEKTROBIT CORPORATION
March 31, 2011
DECISIONS OF THE ANNUAL GENERAL MEETING OF EB, ELEKTROBIT CORPORATION
STOCK EXCHANGE RELEASE
Free for publication on March 31, 2011, at 3.00 p.m. (CEST+1)
DECISIONS OF THE ANNUAL GENERAL MEETING OF EB, ELEKTROBIT CORPORATION
The Annual General Meeting of EB, Elektrobit Corporation was held on 31 March 2011, 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 2010 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 31, 2011, 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: EUR 3,500 to the chairman of the Board of Directors and EUR 2,000 to the other members of the Board of Directors. In addition, the Board members 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, 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 25, 2010 to decide on the repurchase of the Company's own shares.
The authorization is effective until June 30, 2012.
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 25, 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 June 30, 2012.
Oulu, March 31, 2011
Elektrobit Corporation
The Board of Directors
More information:
Jukka Harju
Chief Executive Officer
Tel. +358 40 344 5466
Päivi Timonen
Chief Legal Officer
Tel. +358 40 344 2794
Distribution:
NASDAQ OMX Helsinki
Major 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
