Stock Exchange & Press Releases 2009

STOCK EXCHANGE RELEASE                                                             

 

 

EB, Elektrobit Corporation's Annual General Meeting was held on 19 March 2009 at 1 pm at the University of Oulu, Saalastinsali, Pentti Kaiteran katu 1, 90570 Oulu, Finland. The General Meeting adopted the annual accounts for the financial year 2008 and discharged the members of the Board of Directors and the CEO from liability.

 

Payment of dividend

 

The General Meeting decided in accordance with the proposal of the Board of Directors that no dividend shall be distributed.

 

Composition and remuneration of the Board of Directors

 

The General Meeting fixed the number of members of the Board of Directors to six (6). Mr. Jorma Halonen, Mr. Jukka Harju, Mr. Juha Hulkko, Mr. Seppo Laine, Mr. Staffan Simberg and Mr. Erkki Veikkolainen were elected members of the Board of Directors. The term of office of the members of the Board of Directors expires at the end of the next Annual General Meeting.

 

At its assembly meeting held on 19 March 2009, the Board of Directors has elected Mr. Juha Hulkko Chairman of the Board.

 

The General Meeting decided that the remuneration for the Chairman of the Board shall be EUR 2,500 per month and that the remuneration for the other members of the Board of Directors shall be EUR 2,000 per month. The 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

 

The General Meeting elected Ernst & Young Oy, an auditing entity authorized by the Central Chamber of Commerce, Auditor of the company. The remuneration for the auditor shall be paid against the auditor's reasonable invoice.

 

Amendment of the Articles of Association

 

The General Meeting decided in accordance with the proposal of the Board of Directors to amend section 7 of the Articles of Association of the company 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.

 

Authorizing the Board of Directors to decide on the repurchase of own shares

 

The General Meeting decided to authorize 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 share-holders (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.

 

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 General Meeting decided to authorize 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 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.

 

 

Oulu, March 19, 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

 

 

Attachment:

Articles of Association

 

 

Distribution:

NASDAQ OMX Helsinki

Principal Media

 

 

EB, Elektrobit Corporation