Elektrobit Group Oyj - JOT AUTOMATION GROUP PLC 'S ANNUAL SHAREHOLDERS' MEETING
March 18, 1999
JOT AUTOMATION GROUP PLC 'S ANNUAL SHAREHOLDERS' MEETING
JOT Automation Group Plc's shareholders are summoned to the annual shareholders' meeting to be held Wednesday, April 7, 1999 at the Oulunsalo - house in Oulunsalo, Finland at 16:00.
The following issues will be on the meeting's agenda:
Article 11 of the company's articles of association.
The board of directors' proposal to convert the company's share capital and the face value of the company's shares to euros; to lower the face value by splitting each share into two shares; to raise the share capital by means of a fund issue; and to make the necessary alterations to the articles of association.
The board proposes that the provisions of the articles of association concerning the company's share capital and the face value of the company's shares be changed to euros.
The board proposes that the face value of the company's shares be lowered by splitting each share into two shares with a face value of 0.16819 euros (1.00 FIM), resulting in 8,530,860 new shares. After the face value is lowered, the total number of shares is 17,061,720. The company's share capital is 2,869,575.31 euros.
The board proposes that the company's share capital be raised by means of a fund issue, which will raise the company's share capital from 2,869,575.31 euros to 3,412,344 euros. The increase in share capital will be implemented by raising the face value of the shares to the nearest one fifth of an euro (0.20 euros). The fund issue will be realized by transferring 542,768.69 euros from the share premium fund to the company's share capital.
The board proposes that, due to the changes proposed in paragraphs a-c,articles 3 and 4 of the company's articles of association be altered as follows:
"3. Share capital
The company's minimum share capital is two million (2,000,000.00) euros and maximum share capital is eight million (8,000,000.00) euros, within which limits the share capital may be raised or lowered without amendment to the articles of association."
"4. Face value of a share
The face value of a share is twenty hundredths (0.20) of an euro."
The board's proposal to alter article 3 of the decision made by the extraordinary shareholders' meeting held Aug. 7, 1998 concerning the issue of option rights to key persons employed by the company and companies belonging to the group, so that the maximum number of persons with option rights be raised from forty to eighty without changing the number of option rights issued as follows:
"3. Direction of option rights
Departing from shareholders' subscription rights, option rights shall be issued to a maximum of eighty (80) key persons employed by JOT Automation Group Plc or companies belonging to the group.
Departure from the shareholders' subscription rights is proposed because the option rights are intended to be part of the key persons' commitment and incentive system."
Income statements and annual report
Documents related to the income statements, the board's proposals for decision-making mentioned in paragraphs 2 and 3, and the company's annual report are available for review by the shareholders at the company's main office at Lentokentäntie 9, 90460 Oulunsalo, Finland beginning March 31, 1999. Upon request the annual report and copies of the above-mentioned documents and proposals will be delivered to shareholders by mail.
Right to attend
A shareholder has the right to attend the annual shareholders' meeting if he/she has been recorded as a shareholder in the company's shareholders' register maintained by Suomen Arvopaperikeskus Oy by April 2, 1999, or if he/she has the right to attend according to chapter 3a, article 4, moment 2 of the Companies Act.
Preregistration
A shareholder wishing to attend the annual shareholders' meeting should preregister by April 6, 1999, 12:00 noon, either in writing (address: JOT Automation Group Plc, Jaana Kenttälä, Lentokentäntie 9, 90460 Oulunsalo, Finland) or by phone (+358 20 568 2700/Jaana Kenttälä), fax(+358 20 568 2704) or e-mail ([email protected]). Proxies or authorizations should be provided upon preregistration.
Dividend payment
The board proposes to the annual shareholders' meeting that dividends of two (2.00) FIM per share from the 1998 accounting period be distributed per share. The dividend shall be paid to each share that has been recorded in the owners' registry maintained by Suomen Arvopaperikeskus Oy by the record date. The record date is April 12, 1999, the dividend payment date is April 19, 1999, if the board's proposal is approved.
Oulunsalo, March 18, 1999
