Elektrobit Group Oyj - RESOLUTIONS MADE BY THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF ELEKTROBIT GROUP PLC.
March 12, 2004
RESOLUTIONS MADE BY THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF ELEKTROBIT GROUP PLC.
At the Annual General Shareholders' Meeting of Elektrobit Group Plc. the financial statements of the Group and the parent company for the financial period of 2003 were approved and the members of the Board of the Directors and the President of Elektrobit Group Plc. were discharged from liability. The Shareholders' Meeting resolved that in accordance with the Board of Directors' proposal dividend of EUR 0,01 per share, i.e a total of EUR 6.305.256, be distributed for the financial period of 2003 and that the rest of the profit shall be booked as an increase in equity. Juha Hulkko, Tapio Tammi, Matti Lainema and Eero Halonen were elected to the Board of Directors of Elektrobit Group Plc. Ernst & Young Oy was elected to be the auditor for the company. Ernst & Young has nominated Rauno Sipilä, Authorised Public Accountant, to be the primarily responsible auditor.
The Annual General Shareholders' Meeting decided to approve also the following proposal of the Board of Directors:
The Annual General Shareholders' Meeting resolved that the authorisation to decide on a new issue, to grant option rights or to take convertible loans granted to the Board of Directors on March 25, 2003 be withdrawn to the extent such authorisation has not been used by March 12, 2004.
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 11, 2005.
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.
Oulunsalo, March 12, 2004
Elektrobit Group Plc.
The Board of Directors
