Elektrobit Group Oyj - RESOLUTIONS MADE BY THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF ELEKTROBIT GROUP PLC.
March 17, 2005
RESOLUTIONS MADE BY THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF ELEKTROBIT GROUP PLC.
The Annual General Shareholders' Meeting decided to approve also the following proposal of the Board of Directors:
I. It was decided that the number of the company's shares shall be reduced without reducing the share capital so that five (5) existing shares shall be combined into one (1) new share. After the combination, the book equivalent value of the company's share will be 0.10 euro.
The record date for the combination is estimated to be April 8, 2005. The combination of shares will be executed pro rata the existing shareholdings in accordance with Chapter 3, Section 4a of the Companies Act. The combination will be executed provided the holdings of all shareholders are divisible by five (5) on the date of execution.
In order to ensure the divisibility, certain shareholders have agreed, under certain terms and conditions, to gratuitously transfer shares to shareholders whose holdings are not divisible by five (5) on the record date. If the number of shares required for ensuring the divisibility of holdings on the record date substantially differs from the number indicated by the list of shareholders on the date of publishing the Board of Directors' proposal, the shareholders committed to transfer their shares are entitled to withdraw from their obligation if permitted by the Board of Directors' assessment done on the respective date. In this case, the decision to combine the shares will not be executed and the company will issue separate information on abandoning the execution. The intention is that the combined shares would be registered in the shareholders' book-entry accounts and trading of the combined shares would begin on April 11, 2005 (estimated), once the prerequisites for executing the combination have been fulfilled and the combination of shares has been registered in the Trade Register. The company will separately agree with the custodians on the procedure applicable to nominee-registered shares.
If the combination of shares is executed in accordance with the proposal above the Board of Directors shall be authorised accordingly to adjust:
1) the parts concerning the book equivalent value of the share and the number of shares to be issued in accordance with the authorisation to issue new shares or take a convertible loan; and
2) the parts concerning subscription price and the amounts of option rights to be granted in accordance with the option scheme.
Both of the above mentioned resolutions shall be adjusted in accordance with the impacts of the combination of shares.
The combination of shares will require no action from the shareholders.
The Board of Directors will be authorized to make the other required decisions regarding the matter.
II. The Board of Directors were authorised to decide on a new issue or to take convertible loans, in one or more instalments. In the new issue or taking of convertible loans a right can be given to subscribe for a maximum total of 126,105,100 shares, the accounting par value equivalent of which is EUR 0.02 per share, and from which a maximum of 5,000,000 shares may be used to create incentives for the personnel. On the basis of the authorisation the share capital may be increased by a maximum of EUR 2,522,102. The total proposed amount corresponds to approximately 20 per cent of the currently registered share capital and the total voting rights. The authorisation is valid until the next following Annual General Shareholders' Meeting, however not later than until March 17, 2006.
The authorisation contains a right to deviate from the shareholders pre-emptive right of subscription of new shares and convertible loans rights set out in Chapter 4, Section 2 of the Companies Act as well as a right to decide on the persons entitled to subscription, the terms of subscription and the terms of the convertible loans. In addition the authorisation contains a right to decide on subscription prices. Deviation from the shareholders' pre-emptive subscription rights requires that there is a weighty financial reason for this such as arrangement connected with development of the Company's business or capital structure or financing acquisitions or to encouragement of the personnel. 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 in another way than on the basis of a convertible loan, the Board of Directors is authorised to decide that the shares may be subscribed against a contribution in kind, by means of set-off or otherwise with specific terms.
If the combination of shares is executed in accordance with the resolution mentioned above the Board of Directors shall be authorised accordingly to adjust the parts of the authorisation concerning the book equivalent value of the share and the number of shares to be issued in accordance with the resolved authorisation to issue new shares or take a convertible loan.
III. Granting of option rights
The Annual General Meeting decided that option rights with a commitment to shareholding be granted to Elektrobit Group's management and a subsidiary fully owned by Elektrobit Group Plc.
Deviating from the shareholders' pre-emptive subscription rights, the option rights will be offered to Elektrobit Group's management and a fully-owned subsidiary of the company. Deviation from the shareholders' pre-emptive subscription right was decided because the option rights are intended to be a part of the Group's incentive and commitment scheme for the management.
The maximum number of option rights to be granted would be 22,500,000. The option rights will be divided into option rights 2005A, 2005B, 2005C and 2005D, and, by decision of the Board of Directors, will be granted to the management currently employed by Elektrobit Group or recruited to the Group at a later time. At the time of issuance, any option rights not distributed to current management will be granted to a subsidiary fully owned by Elektrobit Group Plc.
Reception of option rights 2005A requires that the recipient of options has acquired a number of Elektrobit shares decided in advance by the Board of Directors. The option rights 2005B, 2005C and 2005D include prerequisites linked to the Group's financial targets. The share subscription period associated with these option rights may not begin if the criteria specified by the Board of Directors before distributing these option rights are not fulfilled. Any option rights 2005B, 2005C and 2005D for which the criteria specified by the Board of Directors are not fulfilled will become void. The shareholding program associated with the option scheme requires the management involved to use a part of the income received through the option rights to acquire shares in the company as decided by the Board of Directors in connection with the decision to distribute option rights.
The share subscription price for option rights 2005A shall be the mean price of Elektrobit shares on the Helsinki Exchanges, weighted by trading volume, on the 20 trading days following the publication of the Interim Report for January-March 2005; for option rights 2005B, the volume-weighted mean trading price on the 20 trading days following the publication of the Interim Report for January-September 2005; for option rights 2005C, the volume-weighted mean trading price on the 20 trading days following the publication of the Interim Report for January-September 2006; and for option rights 2005D, the volume-weighted mean trading price on the 20 trading days following the publication of the Interim Report for January-September 2007. However, the subscription price of shares subscribed with option rights 2005B, 2005C and 2005D shall be at least equal to the subscription price of shares subscribed with option rights 2005A. The Board of Directors is entitled to increase the share subscription price before its first decision on distributing option rights in each category.
On each record date for dividends the subscription prices of shares to be subscribed with the option rights will be reduced by the amount of any dividends regarding which the decision to distribute is made between the start of the price-setting period and the subscription of shares.
The share subscription period for option rights 2005A is from April 1, 2008, to April 30, 2010; for option rights 2005B, from April 1, 2009, to April 30, 2011; for option rights 2005C, from April 1, 2010, to April 30, 2012; and for option rights 2005D, from April 1, 2011, to April 30, 2013.
Subscriptions made using the 2005 option rights may increase the share capital of Elektrobit Group Plc. by a maximum of 90,000 euro and the number of shares by a maximum of 22,500,000 new shares.
Some of the persons entitled to option rights belong to the company's inner circle. These persons currently hold a maximum of 20% of the company's shares and associated voting rights.
The proportion of the shares to be subscribed using the new option rights will be 3.4% of the company's shares and associated voting rights after the allowed increase in share capital.
The above mentioned combination of shares, if duly executed in accordance with the respective decision, will have an impact on the amounts of option rights to be given.
The Board of Directors will be authorized to make any other decisions regarding the matter.
Oulunsalo, March 17, 2005
Elektrobit Group Plc.
