Stock Exchange & Press Releases 2003

Elektrobit Group Plc's shareholders are summoned to the Annual General Shareholders' Meeting to be held Tuesday, March 25, 2003 at the Oulunsalo-house in Oulunsalo, Finland at 1.00 p.m.

 

The meeting shall decide on:

 

 

The Board of Directors proposes that the Board of Directors be authorised for one year after the Meeting of Shareholders granting the authorisation to decide on a new issue, to grant option rights or to take convertible loans, in one or more instalments. In the new issue or granting of option rights or taking of convertible loans a right can be given to subscribe for a maximum total of 94 454 750 shares, the accounting par value equivalent of which is EUR 0.02 per share. On the basis of the authorisation the share capital may be increased by a maximum of EUR 1 889 095. The total proposed amount corresponds to approximately 15 per cent of the currently registered share capital and the total voting rights.

 

The authorisation contains a right to deviate from the shareholders pre-emptive right of subscription of new shares, convertible loans or option 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, the terms of the convertible loans and the option rights. 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. 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 or option right, 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.

 

The composition for the Board of Directors in 2003

Shareholders representing in total more than 20 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 25, 2003 that the number of members of the Board of Directors be confirmed as four (4). 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: Juha Hulkko, Tapio Tammi, Mika Kettula and Matti Lainema.

 

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 18, 2003. Upon request copies of the abovementioned 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 14, 2003. Holders of nominee-registered shares intending to participate in the Annual General Shareholders' Meeting shall notify their custodian well in advance of their intention and comply with the instructions provided by the custodian. The registration must be in place on March 14, 2003.

 

Notifying 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 on March 19, 2003, 12:00, either by mail (address: Elektrobit Group Plc, Karoliina Bungarten, Automaatiotie 1, 90460 Oulunsalo, Finland) or by phone (+ 358 20 568 2700), by telefax (+358 20 568 2704) or by e-mail ([email protected]). The notification of participation must arrive before the close of the registration period. Shareholders are requested to notify the Company of any proxies before the close of the registration period.

 

Dividend payment

The Board of Directors proposes to the Annual General Shareholders' Meeting that no dividend be distributed for the financial period ended on December 31, 2002.

 

Annual Report

The Annual Report is available from March 14, 2003 onwards in the Company's Internet pages at www.elektrobit.com and can be ordered from the address Elektrobit Group Plc, Automaatiotie 1, 90460 Oulunsalo, Finland.

 

 

Oulunsalo, March 3, 2003

 

Elektrobit Group Plc.

The Board of Directors