RESOLUTIONS BY EB, ELEKTROBIT CORPORATION'S ANNUAL GENERAL MEETING OF SHAREHOLDERS
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Free for publication on 25 March, 2010, at 4.00 pm (CET+1)
RESOLUTIONS BY EB, ELEKTROBIT CORPORATION'S ANNUAL GENERAL MEETING OF
SHAREHOLDERS
EB, Elektrobit Corporation's Annual General Meeting was held on 25 March 2010 at
1 pm at the University of Oulu, Saalastinsali, Pentti Kaiteran katu 1, 90590
Oulu, Finland. The General Meeting adopted the consolidated and parent company
annual accounts for the financial year 2009 and discharged the company's
management from liability.
PAYMENT OF DIVIDEND
The General Meeting decided in accordance with the proposal of the Board of
Directors that no dividend shall be distributed.
COMPOSITION AND REMUNERATION OF THE BOARD OF DIRECTORS
The General Meeting fixed the number of members of the Board of Directors to
five (5). Mr. Jorma Halonen, Mr. Juha Hulkko, Mr. Seppo Laine, Mr. Staffan
Simberg and Mr. Erkki Veikkolainen were elected members of the Board of
Directors. The term of office of the members of the Board of Directors expires
at the end of the next Annual General Meeting following the election.
At its assembly meeting held on 25 March 2010, the Board of Directors has
elected Mr. Seppo Laine Chairman of the Board. Further, the Board has resolved
to keep the Audit and Financial Committee with Mr. Staffan Simberg (Chairman of
the committee) and Mr. Seppo Laine as committee members. There are no other
committees and thus the previous business segment based committees, Automotive-
and Wireless- committees, will be discontinued.
The General Meeting decided that the remuneration for the Chairman of the Board
shall be EUR 3,500 per month and that the remuneration for the other members of
the Board of Directors shall be EUR 2,000 per month. In addition, the Board
members are entitled to compensation for the attended Board Committee meetings
as follows: the Chairman of the Committee EUR 600 for each meeting and other
Committee members EUR 400 for each meeting. The travel expenses of the members
of the Board of Directors shall be reimbursed in accordance with the company's
travel policy.
ELECTION AND REMUNERATION OF THE AUDITOR
The General Meeting re-elected Ernst & Young Oy, authorized public accountant
firm, auditor of the company. Ernst & Young Oy has notified that Mr. Jari
Karppinen will act as responsible auditor. The remuneration for the auditor
shall be paid against the auditor's reasonable invoice.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
The General Meeting decided in accordance with the proposal of the Board of
Directors to amend section 7 of the Articles of Association of the company so
that notice to the General Meeting shall be delivered three weeks before the
General Meeting, at the latest, however no less than 9 days prior to the record
date of the General Meeting.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF OWN SHARES
The General Meeting decided to authorize the Board of Directors to decide on the
repurchase of the company's own shares as follows.
The amount of own shares to be repurchased shall not exceed 12,500,000 shares,
which corresponds to approximately 9.66 per cent of all of the shares in the
company. Only the unrestricted equity of the company can be used to repurchase
own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of
the repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be repurchased. Own shares
can be repurchased using, inter alia, derivatives. Own shares can be repurchased
otherwise than in proportion to the shareholdings of the share-holders (directed
repurchase).
The authorization cancels the authorization given by the General Meeting on 19
March 2009 to decide on the repurchase of the company's own shares.
The authorization is effective until 30 June 2011.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AS WELL
AS THE ISSUANCE OF OPTIONS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES
The General Meeting decided to authorize the Board of Directors to decide on the
issuance of shares as well as the issuance of options and other special rights
entitling to shares referred to in chapter 10 section 1 of the Companies Act as
follows.
The amount of shares to be issued shall not exceed 25,000,000 shares, which
corresponds to approximately 19.32 per cent of all of the shares in the company.
The Board of Directors decides on all the conditions of the issuance of shares
and of special rights entitling to shares. The authorization concerns both the
issuance of new shares as well as the transfer of treasury shares. The issuance
of shares and of special rights entitling to shares may be carried out in
deviation from the shareholders' pre-emptive rights (directed issue).
The authorization cancels the authorization given by the General Meeting on 19
March 2009 to decide on the issuance of shares as well as the issuance of
options and other special rights entitling to shares.
The authorization is effective until 30 June 2011.
DISTRIBUTION OF FUNDS FROM THE SHARE PREMIUM FUND
The General Meeting decided in accordance with the proposal of the Board of
Directors that the shareholders will be distributed EUR 0.20 per share from the
parent company's share premium fund, corresponding at the date of the General
Meeting an aggregate amount of EUR [25,882,538] based on the number of shares,
provided that the company will receive consent for this from the Finnish
National Board of Patents and Registration.
The General Meeting further decided to authorize the Board of Directors to
decide on the record date and payment date of the distribution as soon as
possible after the consent of the Finnish National Board of Patents and
Registration on the distribution of the share premium fund has been received,
which is expected to take place in July 2010, at the earliest.
The Board of Directors will, as a result of the decision of the General meeting,
amend the share subscription right for the option rights
2005B, 2005C, 2005D, 2006A, 2008A and 2008B by reducing the share subscription
price by the same amount per share that is distributed from the share premium
fund, i.e. by EUR 0.20.
TRANSFER OF THE FUNDS FROM THE SHARE PREMIUM FUND TO THE INVESTED NON-RESTRICTED
EQUITY FUND
The General Meeting decided in accordance with the proposal of the Board of
Directors that the share premium fund in the parent company's balance sheet as
at 31 December 2009 will be decreased by transferring to the company's invested
non-restricted equity fund all the funds remaining in the share premium fund
after the distribution of the share premium fund, provided that the company will
receive consent for the decrease from the Finnish National Board of Patents and
Registration. The decrease becomes effective when the procedure has ended.
Oulu, 25 March 2010
Elektrobit Corporation
The Board of Directors
Additional information:
Mr. Panu Miettinen
Chief Financial Officer, Elektrobit Corporation
Tel. +358 40 344 5338
Ms. Päivi Timonen
Chief Legal Officer, Elektrobit Corporation
Tel. +358 40 344 2794
Attachment:
Articles of Association
Distribution:
NASDAQ OMX Helsinki
Main media
EB, Elektrobit Corporation
EB creates advanced technology and turns it into enriching end-user experiences.
EB is specialized in demanding embedded software and hardware solutions for
wireless and automotive industries. The company's net sales for the year 2009
totaled EUR 153.8 million. Elektrobit Corporation is listed on NASDAQ OMX
Helsinki. www.elektrobit.com.
ATTACHMENT: THE ARTICLES OF ASSOCIATION OF ELEKTROBIT CORPORATION
1. Company name and domicile
The name of the company is Elektrobit Oyj, in English Elektrobit Corporation,
and its domicile is Oulu.
2. Objects of the company
The company's field of activities is the development, production and selling of
software, equipment and other products for the automotive and electronics
industry, the production of R&D services and other services as well as other
industrial operations. The company may administer product and other rights and
conduct research- and development operations, hold and trade securities and
real-estate and conduct other investment activities.
3. Board of Directors
The Board of Directors accounts for the administration of company and the proper
organization of its operations. The Board of Directors shall have no less than
three (3) and no more than seven (7) members and may have one to three (1-3)
deputy members.
The term of office of the members of the Board of Directors expires at the end
of the following Annual General Meeting.
4. Chief Executive Officer
The company has a Chief Executive Officer appointed by the Board of Directors.
5. Representing
Persons representing the company are the Chairman of the Board and the Chief
Executive Officer, separately, and any two members of the Board of Directors
together.
6. Auditors
The company shall have one (1) auditor that has qualified as Certified Public
Accountant and if the auditor is not an auditing company as defined by the law,
one (1) deputy auditor shall be elected.
The term of office of the auditor expires at the end of the following Annual
General Meeting.
7. Notice to the meeting and registration
The notice convening a General Meeting shall be delivered not earlier than three
months and not later than three weeks before the meeting, however no less than
9 days prior to the record date of the General Meeting, by publishing it on the
company's website or in one or more newspapers decided by the Board of Directors
or by delivering the notice to each shareholder by a letter posted to the
address reported by the shareholder in the shareholders register.
A shareholder has the right to participate in the General Meeting when he/she
has signed in for the meeting to the company not later than the day mentioned in
the notice, which day may not be earlier than ten (10) days before the meeting.
8. Annual General Shareholders' Meeting
The Annual General Meeting of the shareholders shall be held annually on the
date appointed by the Board of Directors before the end of June.
At the meeting shall be
presented
1. the financial statement of the company and
2. auditor's report,
decided
3. upon the adoption of the financial statement,
4. upon measures to which the profit of the adopted balance sheet may give
cause,
5. upon granting of the discharge from liability to the Board members and the
Chief Executive Officer,
6. upon the number of the Board members,
7. upon the remuneration and the grounds of compensation of travel costs of the
Board members,
elected
8. the Board members and, when needed, deputy members and,
9. the company's auditor and, when needed, deputy for the auditor.
9. Financial period
The financial period of the company is a calendar year.
10. Book-entry system
The shares of the company are recorded into the book-entry system.
[HUG#1397719]
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Datum: 25.03.2010 - 10:02 Uhr
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