Elektrobit Group Oyj - EB, ELEKTROBIT CORPORATION'S NOTICE TO THE ANNUAL GENERAL MEETING
February 13, 2009
EB, ELEKTROBIT CORPORATION'S NOTICE TO THE ANNUAL GENERAL MEETING
STOCK EXCHANGE RELEASE
Free for publication on February 13, 2009 at 8.05 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 19 March 2009 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 2008
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 50.1 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 Annual General Meeting 2010: to the Chairman of the Board of Directors EUR 2,500 and to the other members of the Board of Directors EUR 2,000 each.
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 50.1 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 six (6).
12. Election of members of the Board of Directors
Shareholders who represent 50.1 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 Annual General Meeting 2010: Jukka Harju, Juha Hulkko, Seppo Laine, Staffan Simberg and Erkki Veikkolainen.
Shareholders who represent 50.1 per cent of the shares in the company furthermore propose that the following person shall be elected as the new member of the Board of Directors for the same term of office: Jorma Halonen.
13. Deciding on the remuneration of the Auditor
Shareholders who represent 50.1 per cent of the shares in the company propose 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
Shareholders who represent 50.1 per cent of the shares in the company propose 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 Annual General Meeting 2010.
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, by publishing it on the company's website or in one or more newspapers decided by the Board of Directors or by delivering the notice to each shareholder by a letter posted to the address reported by the shareholder in the shareholders register.
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 14 March 2008 to decide on the repurchase of the company's own shares.
The authorization is effective until 30 June 2010.
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 14 March 2008 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 2010.
18. Decision-making order
19. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals of the Board of Directors 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, is available on the above-mentioned website no later than 12 March 2009. The proposals of the Board of Directors 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 2 April 2009.
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, 9 March 2009, 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 9 March 2009 by giving a prior notice of participation. Such notice can be given:
b) by telephone; +358 40 344 3322 or +358 40 344 5425
c) by telefax; +358 8 343 032
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.
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, who wants to participate in the General Meeting, must be entered into the shareholders' register of the company on the record date of the General Meeting, 9 March 2009.
A holder of nominee registered shares is advised to request necessary instructions regarding registration in the shareholder's register of the company, issuing of proxy documents and registration for the General Meeting from his/her custodian bank. Further information 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 12 February 2009, the total number of shares in Elektrobit Corporation is 129,412,690 and the total number of votes is 129,412,690.
Oulu, 12 February 2009
ELEKTROBIT CORPORATION
THE BOARD OF DIRECTORS
Further information:
Outi Torniainen
Director, Communications and Marketing
Tel. +358 40 512 1375
Päivi Vasankari
Chief Legal Officer
Tel. +358 40 344 2794
Distribution:
NASDAQ OMX Helsinki
Principal Media
APPENDICES
PROPOSAL BY THE BOARD OF DIRECTORS REGARDING THE USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDEND (ITEM 8 ON THE AGENDA OF THE GENERAL MEETING)
According to the balance sheet of the parent company at 31 December 2008, the distributable assets of the parent company are EUR 22,335,962.13, of which the profit for the financial year is EUR -4,874,599.42.
The board of directors proposes to the General Meeting that no dividend shall be distributed.
PROPOSAL BY THE BOARD OF DIRECTORS REGARDING AMENDMENT OF THE ARTICLES OF ASSOCIATION (ITEM 15 ON THE AGENDA OF THE GENERAL MEETING)
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, by publishing it on the company's website or in one or more newspapers decided by the Board of Directors or by delivering the notice to each shareholder by a letter posted to the address reported by the shareholder in the shareholders register.
Current wording:
7. Notice to the meeting and registration
The notice convening a General meeting shall be delivered not earlier than three months and not later than seventeen days before the meeting by publishing it in at least two newspapers decided by the Board of Directors or by delivering the notice to each shareholder by a letter posted to the address reported by the shareholder in the shareholders register.
A shareholder has the right to participate in the General Meeting when he/she has signed in for the meeting to the company not later than the day mentioned in the notice, which day may not be earlier than ten (10) days before the meeting.
Amended wording:
7. Notice to the meeting and registration
A shareholder has the right to participate in the General Meeting when he/she has signed in for the meeting to the company not later than the day mentioned in the notice, which day may not be earlier than ten (10) days before the meeting.
The articles of association amended in accordance with the proposal are attached to this proposal.
NEW ARTICLES OF ASSOCIATION
Articles of Association of Elektrobit Corporation
1. Company name and domicile
The name of the company is Elektrobit Oyj, in English Elektrobit Corporation, and its domicile is Oulu.
2. Objects of the company
The company's field of activities is the development, production and selling of software, equipment and other products for the automotive and electronics industry, the production of R&D services and other services as well as other industrial operations. The company may administer product and other rights and conduct research- and development operations, hold and trade securities and real-estate and conduct other investment activities.
3. Board of Directors
The Board of Directors accounts for the administration of company and the proper organization of its operations. The Board of Directors shall have no less than three (3) and no more than seven (7) members and may have one to three (1-3) deputy members.
The term of office of the members of the Board of Directors expires at the end of the following Annual General Meeting.
4. Chief Executive Office
The company has a Chief Executive Officer appointed by the Board of Directors.
5. Representing
Persons representing the company are the Chairman of the Board and the Chief Executive Officer, separately, and any two members of the Board of Directors together.
6. Auditors
The company shall have one (1) Auditor that has qualified as Certified Public Accountant and if the Auditor is not an auditing company as defined by the law, one (1) deputy Auditor shall be elected.
The term of office of the Auditor expires at the end of the following Annual General Meeting.
7. Notice to the meeting and registration
The notice convening a General Meeting shall be delivered not earlier than three months and not later than three weeks before the meeting by publishing it on the company's website or in one or more newspapers decided by the Board of Directors or by delivering the notice to each shareholder by a letter posted to the address reported by the shareholder in the shareholders register.
A shareholder has the right to participate in the General Meeting when he/she has signed in for the meeting to the company not later than the day mentioned in the notice, which day may not be earlier than ten (10) days before the meeting.
8. Annual General Shareholders' Meeting
The Annual General Meeting of the shareholders shall be held Annually on the date appointed by the Board of Directors before the end of June.
At the meeting shall be
presented
1. the financial statement of the company and
2. Auditor's report,
decided
3. upon the adoption of the financial statement,
4. upon measures to which the profit of the adopted balance sheet may give cause,
5. upon granting the discharge from liability to the Board members and the Chief Executive Officer,
6. upon the number of Board members,
7. upon the remuneration and the grounds of compensation of travel costs of the Board members,
elected
8. the Board members and, when needed, deputy members and,
9. the company's Auditor and, when needed, deputy for the Auditor.
9. Financial period
The financial period of the company is a calendar year.
10. Book-entry system
The shares of the company are recorded into the book-entry system.
PROPOSAL BY THE BOARD OF DIRECTORS REGARDING AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF OWN SHARES (ITEM 16 ON THE AGENDA OF THE GENERAL MEETING)
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 14 March 2008 to decide on the repurchase of the company's own shares.
The authorization is effective until 30 June 2010.
PROPOSAL BY THE BOARD OF DIRECTORS REGARDING AUTHORIZATION OF 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 (ITEM 17 ON THE AGENDA OF THE GENERAL MEETING)
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 14 March 2008 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 2010.
