Stock Exchange & Press Releases 2004

The meeting shall decide on:

 

 

The Board of Directors proposes that the authorisation to decide on a new issue, to grant option rights or to take convertible loans granted to the Board of Directors on March 25, 2003 be withdrawn by Annual General Shareholders' Meeting to the extent such authorisation has not been by March 12, 2004.

 

The Board of Directors proposes that the Board of Directors be authorised to decide on a new issue or to take convertible loans, in one or more instalments. In the new issue or taking of convertible loans a right can be given to subscribe for a maximum total of 126 105 100 shares, the accounting par value equivalent of which is 0.02 euro per share, and from which a maximum of 5 000 000 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 2 522 102 euros. The total proposed amount corresponds to approximately 20 per cent of the currently registered share capital and the total voting rights.

 

The authorisation is proposed to be effective until the next Annual General Shareholders' Meeting or until March 12, 2005, which ever is earlier.

 

The authorisation contains a right to deviate from the shareholders pre-emptive right of subscription of new shares, convertible loans or option rights set out in Chapter 4, Section 2 of the Companies Act as well as a right to decide on the persons entitled to subscription, the terms of subscription and the terms of the convertible loans. 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 to encouragement 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, 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.

 

The composition for the Board of Directors in 2004

Shareholders representing in total more than 20 per cent of the Company's shares and votes have announced to the Company that they will propose to the Annual General Meeting to be held on March 12, 2004 that the number of members of the Board of Directors be confirmed as four (4). They will also propose that the following persons, who have given their consent, be elected to the Board of Directors for the term in accordance with the Articles of Association: Juha Hulkko, Tapio Tammi, Eero Halonen and Matti Lainema.

 

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 March 5, 2004. 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 March 2, 2004. 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 registration in the shareholder register must be in place on March 2, 2004.

 

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 March 8, 2004, 12:00, either by mail (address: Elektrobit Group Plc, Annual General Meeting, Automaatiotie 1, 90460 Oulunsalo, Finland), by phone (+ 358 40 344 3322), by telefax (+358 8 570 1304) or by e-mail ([email protected]). The notification of participation must arrive before the closing of the registration period. Shareholders are requested to submit possible proxies to the Company before the closing of the registration period.

 

Dividend payment

The Board of Directors has decided to propose to the Annual General Shareholders' Meeting that dividend of 0.01 euro per share to be distributed for the year 2003. The dividend will be paid to the shareholders who are entered to the shareholders' register maintained by the Finnish Central Securities Depository Ltd. on March 17, 2004, which is the record date for the dividend. The Board of Directors proposes to the Annual General Shareholders' Meeting that the dividend be paid on Wednesday, March 24, 2004.

 

Annual Report

The Annual Report is available from March 5, 2004 onwards in the Company's Internet pages at www.elektrobit.com/investors and can be ordered from the address Elektrobit Group Plc, Automaatiotie 1, 90460 Oulunsalo, Finland.