Elektrobit Group Oyj - RESOLUTIONS MADE BY THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF ELEKTROBIT GROUP PLC.
March 25, 2003
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 2002 were approved and the members of the Board of the Directors and the Presidents of Elektrobit Group Plc. were discharged from liability. The Shareholders' Meeting resolved that no dividend be distributed for the financial period ended on December 31, 2002 in accordance with the Board of Directors' proposal. Juha Hulkko, Mika Kettula, Tapio Tammi, and Matti Lainema were elected to the Board of Directors of Elektrobit Group Plc. Ernts & Young Oy was elected to be the auditor for the company, Rauno Sipilä, Authorised Public Accountant, as the primarily responsible auditor.
The Annual General Shareholders' Meeting decided to approve also the following proposal of the Board of Directors:
The Board of Directors were 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 or 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 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.
Oulunsalo, March 25, 2003
Elektrobit Group Plc.
The Board of Directors
