Elektrobit Group Oyj - RESOLUTIONS BY EB, ELEKTROBIT CORPORATION'S ANNUAL GENERAL MEETING OF SHAREHOLDERS
March 25, 2010
RESOLUTIONS BY EB, ELEKTROBIT CORPORATION'S ANNUAL GENERAL MEETING OF SHAREHOLDERS
STOCK EXCHANGE RELEASE
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. P�ivi 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.
