Stock Exchange & Press Releases 2006

The meeting shall resolve on:

 

The Board of Directors proposes that the authorization to increase the share capital by a new issue or by taking convertible loans given to it by the General Meeting of Shareholders held on the 17th of March 2005 shall be cancelled up to the amount it has not been utilized.

The Board of Directors proposes that the Board of Directors be authorized to increase the share capital by a new issue or by taking convertible loans in one or more installments. In the new issue or taking of convertible loans, a right can be given to subscribe for a maximum total of 21.332.538 shares, the book equivalent value of which is 0.10 euro per share, and of which a maximum of 5,000,000 shares may be used to create incentives for the personnel. On the basis of the authorization the share capital may be increased by a maximum of 2,133,253.8 euro. The total proposed amount corresponds with approximately 20 per cent of the currently registered share capital and the total voting rights of the company. 

 

The authorization is proposed to be effective until the next Annual General Shareholders' Meeting or until March 15, 2006, whichever is earlier.

 

The authorization includes the right to deviate from the shareholders' pre-emptive right of subscription for new shares, convertible loans or option rights set out in Chapter 4, Section 2 of the Companies Act, as well as the right to decide on the persons entitled to subscription, the terms of subscription and the terms of the convertible loans. Furthermore, the authorization includes the right to decide on the subscription prices. A deviation from the shareholders' pre-emptive subscription right requires that there is a substantial financial reason for this, such as an arrangement associated with the development of the company's business or capital structure, the financing of acquisitions, or incentives for the personnel. A resolution to this effect shall not, however, be made for the benefit of a party belonging to the inner circle of the company as defined in Chapter 1, Section 4, Subsection 1 of the Companies Act. When the share capital is increased by a new issue not based on a convertible loan, the Board of Directors is authorized to decide that the shares may be subscribed against contribution in kind, by means of set-off or on other specific terms and conditions.

 

 

The Board of Directors proposes to the General Meeting of Shareholders to issue stock options which commit their recipients to long-term shareholding in the Company, to the new Chairman of the Board of Directors of Elektrobit Group Plc. to be elected after the Meeting of Shareholders, as well as to the new President and CEO of Elektrobit Group Plc.

 

It is proposed that the shareholders' pre-emptive subscription rights be deviated from since the stock options are intended to form a part of the incentive and commitment program for these individuals. The maximum total number of stock options issued shall be 1,750,000. All of the stock options shall be marked with the symbol 2006A. The Chairman of the Board shall be granted 750,000 stock options and the CEO shall be granted 1,000,000 stock options, free of charge.

 

The prerequisite for receiving of the stock options is that the Chairman of the Board has, directly or through a company controlled by him, purchased 75,000 shares and the CEO has, directly or through a company controlled by him, purchased 100,000 shares before receiving of the stock options.

 

The share subscription price for the stock option shall be the trade volume weighted average quotation of the share on the Helsinki Stock Exchange between 1 March 2006 and 31 March 2006.

From the share subscription price of the stock options shall, as per the dividend record date, be deducted the amount of the dividend decided after the beginning of the period for determination of the share subscription price but before share subscription. The share subscription price shall, nevertheless, always amount to at least the book equivalent value of the share.

 

The share subscription period for stock options 2006A shall be 1 May 2009 - 31 May 2012.

 

As a result of the share subscriptions with the 2006A stock options, the share capital of Elektrobit Group Plc. may be increased by a maximum total of EUR 175,000 and the number of shares by a maximum total of 1,750,000 new shares.

 

 

The proportion of the shares to be subscribed using the new option rights will be 1.3% of the company's shares and associated voting rights after the allowed increase in share capital.

 

The Board of Directors will be authorized to make any other decisions regarding the matter.

 

 

The Board of Directors proposes the Section 6. "6. Board of Directors" of the Articles of Association to be amended to allow the maximum number of seats to be seven (7). The amended section 6 would read as follows:

 

 

 

Shareholders representing in total more than 50 per cent of the company's shares and votes have announced to the company that they will propose to the Annual General Meeting to be held on March 15, 2006, that the number of members of the Board of Directors be confirmed as six (6). They will also propose that the following persons, who have given their consent, be elected to the Board of Directors for the term in accordance with the Articles of Association: J.T. Bergqvist, Juha Hulkko, Jukka harju, Juha Sipilä, Tapio Tammi and Matti Lainema. If the Annual General Meeting decides to elect the above persons to the Board of Directors, they are likely to appoint J.T. Bergqvist as their Chairman on the basis of recommendation by the same shareholders. The board proposes the membership of Mr. Jukka Harju to become valid only after the change of the articles of association concerning the number of the board members has been registered.

 

Documents for shareholders' review

Documents relating to the closing of accounts and proposals of the Board of Directors, with their enclosures, are available for shareholders' review at the Company's main office at Automaatiotie 1, 90460 Oulunsalo, Finland, beginning March 8, 2006. Upon request, copies of the above-mentioned documents will be delivered to shareholders by mail.

 

Right to participate

A shareholder has the right to attend the Annual General Shareholders' Meeting if he/she has been entered as a shareholder in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd. on March 3, 2006. Holders of nominee-registered shares intending to participate in the Annual General Shareholders' Meeting must notify their custodian well in advance of their intention and comply with the instructions provided by the custodian. The registration in the shareholder register must be valid on March 3, 2006.

 

Notification of participation

A shareholder wishing to participate in the Annual General Shareholders' Meeting must notify the company of the intention to participate no later than 13:00 on March 10, 2006, either by mail (address: Elektrobit Group Plc, Annual General Meeting, P.O. Box 45, 90461 Oulunsalo, Finland), by phone (+ 358 40 344 3322) or by telefax (+358 8 570 1304) or on the Company's website at http://www.elektrobit.com/shareholders_meeting_2006/. The notification of participation must be arrived before the closing of the registration period. Shareholders are requested to submit any proxies to the company before the closing of the registration period.

 

Dividend payment

The Board of Directors has decided to propose to the Annual General Shareholders' Meeting that a dividend of 0.07 euro per share be distributed for the year 2005. The dividend will be paid to those shareholders who are recorded in the shareholders' register maintained by the Finnish Central Securities Depository Ltd. on March 20, 2006, which is the record date for the dividend. The Board of Directors proposes to the Annual General Shareholders' Meeting that the dividend be paid March 27, 2006.

 

Annual report

The Annual Report will be available as of March 8, 2006, onwards on the company's website at www.elektrobit.com/investors and can be ordered from Elektrobit Group Plc, P.O. Box 45, 90461 Oulunsalo, Finland.