Elektrobit Group Oyj - NOTICE TO CONVENE THE JOT AUTOMATION GROUP PLC'S ANNUAL GENERAL
March 20, 2002
NOTICE TO CONVENE THE JOT AUTOMATION GROUP PLC'S ANNUAL GENERAL
The meeting shall decide on:
1 Matters to be decided upon under Article 11 of the Articles of Association.
2 The proposal of the authorisation for the Board of Directors to decide on a new issue, to grant option rights or to take convertible loans
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 35,650,341 shares, the accounting par value equivalent of which is EUR 0.02 per share, and from which a maximum of 4,000,000 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 713,006.82. The total proposed amount corresponds to approximately 20 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 subscrip-tion of new shares, convertible loans or option rights set out in Chapter 4, Section 2 of the Compa-nies Act as well as a right to decide on the persons entitled to subscription, the terms of subscrip-tion, 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 encour-agement 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.
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 April 5, 2001. 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 April 2, 2002. 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 registra-tion must be in place on April 2, 2002.
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 April 8, 2001, 12.00 a.m., either by mail (address: JOT Automation 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, 2001.
Annual Report
The Annual Report is available from March 28, 2002 onwards in the Company's Internet pages at www.jotautomation.com and can be ordered from the address JOT Automation Group Plc, Automaatiotie 1, 90460 Oulunsalo, Finland.
Oulunsalo, March 20, 2002
JOT Automation Group Plc.
The Board of Directors
