Elektrobit Group Oyj - RESOLUTIONS MADE BY THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF JOT AUTOMATION GROUP PLC.
April 12, 2002
RESOLUTIONS MADE BY THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF JOT AUTOMATION GROUP PLC.
At the Annual General Shareholders' Meeting of JOT Automation Group Plc. the financial state-ments of the group and the parent company for the financial period of 2001 were approved and the members of the Board of the Directors and the President of JOT Automation Group Plc. were dis-charged from liability. The Shareholders' Meeting resolved that no dividend be distributed for the financial period ended on December 31, 2001 in accordance with the Board of Directors' proposal. Mika Kettula, Tapio Tammi, Jari Eklund and Lauri Ratia were elected to the Board of Directors of JOT Automation Group Plc. Tilintarkastajien Oy Ernst & Young 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 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.
Oulunsalo, April 12, 2002
JOT Automation Group Plc.
The Board of Directors
Pertti Tarvainen
President
