Elektrobit Group Oyj - EB, ELEKTROBIT CORPORATION'S NOTICE TO THE ANNUAL GENERAL MEETING
February 16, 2010
EB, ELEKTROBIT CORPORATION'S NOTICE TO THE ANNUAL GENERAL MEETING
Stock Exchange Release
Free for publication on January 16, 2010 at 08.00 am (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 25 March 2010 at 1 pm 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 pm.
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, Report by the Board of Directors and the Auditor's report for the year 2009
- Review by the CEO
7. Adoption of the Annual Accounts
8. Deciding 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. Deciding on the discharge of the members of the Board of Directors and the CEO from liability
10. Deciding on the remuneration of the members of the Board of Directors
Shareholders who represent approximately 56.3 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 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 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. Deciding on the number of members of the Board of Directors
Shareholders who represent approximately 56.3 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 56.3 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. Deciding 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, with Jari Karppinen, APA, as responsible Auditor, be re-elected Auditor of the company for a term of office ending at the end of the next Annual General Meeting following the election.
15. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes to the General Meeting that Section 7 of the Articles of Association of the company be amended so that notice to the General Meeting shall be delivered three weeks before the General Meeting, at the latest, however no less than 9 days prior to the record date of the General Meeting.
16. 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 19 March 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 as well as the issuance of options and other 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 options 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 19 March 2009 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 2011.
18. Proposal by the Board of Directors to distribute funds from the share premium fund
The 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 aggregate amount of EUR 25,882,538 based on the number of shares, be distributed to the shareholders from the share premium fund in the parent company's balance sheet as at 31 December 2009.
The distribution of the share premium fund requires public notice and registration procedure in accordance with Chapter 14, Sections 3-5 of the Companies Act. The distributable amount shall be paid after the Finnish National Board of Patents and Registration has given its consent to the distribution of the share premium fund which is expected to take place in July 2010, at the earliest. The Board of Directors proposes that it will be authorized to decide on the record date and payment date of the distribution as soon as possible after the consent of the Finnish National Board of Patents and Registration on the distribution of the share premium fund has been received.
The Board of Directors further proposes that if the company has contrary to the Board of Directors' proposal in item 8 decided to distribute dividends to the shareholders, the amount per share to be distributed from the share premium fund proposed above will be reduced by the amount per share of the distributed dividend. If the dividend is not determined as dividend per share, the Board of Directors proposes that the distributed dividend shall be converted to dividend per share, rounded to the nearest full cent and subtracted from the proposed amount per share.
The Board of Directors notes that if the General Meeting approves the Board's proposal regarding the distribution of the share premium fund, the share subscription right for the option rights 2005B, 2005C, 2005D, 2006A, 2008A and 2008B shall be amended by reducing the share subscription price by the same amount 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 fund at the date of this notice to the General Meeting and thus the maximum amount of the 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 to the company's liabilities (EUR 14,265,420.38) and the needs of the company's business is larger than needed. The distribution of the share premium fund in the proposed manner would strengthen the use of the company's assets after which the company would still have strong equity ratio and excellent liquidity to further develop the company's operations.
19. Proposal by the Board of Directors to transfer the funds from the share premium fund to the invested non-restricted equity fund
The Board of Directors proposes to the General Meeting that the share premium fund in the parent company's balance sheet as at 31 December 2009 be decreased such that all the funds remaining in the share premium fund after the possible distribution of the share premium fund referred to in item 18 above shall be transferred to the company's invested non-restricted equity fund.
If the number of the company's shares does not change between the delivery of the notice to the General Meeting and the decrease of the share premium fund and if the General Meeting approves the Board of Directors' proposal in item 18 above regarding the distribution of the funds from the share premium fund by EUR 0.20 per share (in total by EUR 25,882,538), the amount of the decrease of the share 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 requires public notice and registration procedure in accordance with Chapter 14, Sections 3-5 of the Companies Act. The decrease becomes effective when the procedure has ended.
The proposed decrease of the share premium fund would lead to a more flexible capital structure and would enable more efficient use of funds, including distribution of funds to shareholders without the public notice and registration procedure 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 fund at the date of this notice to the General Meeting and thus the maximum amount of the decrease of the share premium fund is EUR 64,579,391.50.
20. Decision-making order
21. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals to the General Meeting relating to the agenda of the General Meeting as well as this notice are available on Elektrobit Corporation's website at www.elektrobit.com. Elektrobit Corporation's Annual report, including the Annual Accounts, the report of the Board of Directors and the Auditor's report as well as the company's Corporate Governance Statement, is available on the above-mentioned website no later than 4 March 2010. The proposals to the General Meeting and the Annual Accounts are also available at the General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website as from 8 April 2010.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. The right to participate and registration
Each shareholder, who on the record date of the General Meeting, 15 March 2010, is registered in the company's shareholders' register held by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the company's shareholders' register.
A shareholder, who wants to participate in the General Meeting, shall register for the General Meeting no later than 22 March 2010 by 10.00 am by giving a prior notice of participation. 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 am and 4 pm
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, address, telephone number and the name of a possible assistant. The personal data given to Elektrobit Corporation is used only in connection with the General Meeting and with the processing of related registrations.
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 General Meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the General Meeting by way of proxy representation.
A proxy representative shall present a proxy document or in another reliable manner demonstrate his/her right to represent the shareholder. 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.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders' register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account operator of the custodian bank will register a holder of nominee registered shares, who wants to participate in the General Meeting, to be temporarily entered into the shareholders' register of the company at the latest on 22 March 2010 by 10.00 am. Temporary registration into the shareholders' register is deemed as a simultaneous registration for the General Meeting. Further information on these matters can also be found on the company's website www.elektrobit.com.
4. Other information
On the date of this notice to the General Meeting 16 February 2010, the total number of shares in Elektrobit Corporation is 129,412,690 and the total number of votes is 129,412,690.
Oulu, 16 February 2010
Elektrobit Corporation
Board of Directors
Additional information:
Panu Miettinen
Chief Financial Officer, Elektrobit Corporation
Tel. +358 40 344 5338
Päivi Timonen
Chief Legal Officer, Elektrobit Corporation
Tel. +358 40 344 2794
Distribution:
NASDAQ OMX Helsinki
Main 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 2008 totalled MEUR 172.3. Elektrobit Corporation is listed on NASDAQ OMX Helsinki. www.elektrobit.com.
