STOCK EXCHANGE RELEASE
Free for publication on 16 February 2012 at 8.00 a.m.NOTICE TO THE GENERAL MEETING
Notice is given to the shareholders of Elektrobit Corporation to the AnnualGeneral Meeting to be held on Monday 26 March 2012 at 1.00 p.m. at theUniversity of Oulu, Saalastinsali, at the address Pentti Kaiteran katu 1, 90570Oulu, Finland. the reception of persons who have registered for the GeneralMeeting and the distribution of voting tickets will commence at 12.30 p.m.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the countingof votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors andthe auditor´s report for the year 2011
- Review by the Chief Executive Officer
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and thepayment of dividend
The Board of Directors proposes to the General Meeting that no dividend shall bedistributed.
9. Resolution on the discharge of the members of the Board of Directors and theCEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
Shareholders who represent approximately 55.8 per cent of the shares in thecompany propose to the General Meeting that to the members of the Board ofDirectors to be elected be paid the following monthly remuneration for the termof office ending at the end of the next Annual General Meeting: to the chairmanof the Board of Directors EUR 3,500 and to the other members of the Board ofDirectors EUR 2,000 each. in addition, the members of the Board of Directors areentitled to compensation for attending Board Committee meetings as follows: thechairman of the Committee EUR 600 for each meeting and other Committee membersEUR 400 for each meeting. the members of the Board of Directors, who also act asBoard members of other companies belonging to the Elektrobit Group, are alsoentitled to compensation for attending Board meetings of such other groupcompanies as follows: EUR 1,000 for each meeting.
The above-mentioned shareholders furthermore propose that the travel expenses ofthe members of the Board of Directors be compensated in accordance with thecompany´s travel compensation policy.
11. Resolution on the number of members of the Board of Directors
Shareholders who represent approximately 55.8 per cent of the shares in thecompany propose to the General Meeting that the number of members of the Boardof Directors shall be five (5).
12. Election of members of the Board of Directors
Shareholders who represent approximately 55.8 per cent of the shares in thecompany propose to the General Meeting that the following persons shall be re-elected members of the Board of Directors for a term of office ending at the endof the next Annual General Meeting following the election: mr. Jorma Halonen, mr. Juha Hulkko, mr. Seppo Laine, mr Staffan Simberg and mr. ErkkiVeikkolainen.
13. Resolution on the remuneration of the auditor
Based on the proposal of the Audit and Financial Committee the Board ofDirectors proposes to the General Meeting that the remuneration for the auditorto be elected will be paid against the auditor´s reasonable invoice.
14. Election of auditor
Based on the proposal of the Audit and Financial Committee the Board ofDirectors proposes to the General Meeting that Ernst & Young ltd, AuthorizedPublic Accountants, be re-elected auditor of the company for a term of officeending at the end of the next Annual General Meeting. Ernst & Young Ltd hasnotified that mr. Jari Karppinen, APA, would act as responsible auditor.
15. Authorizing the Board of Directors to decide on the repurchase of own shares
The Board of Directors proposes to the General Meeting that the Board ofDirectors be authorized to decide on the repurchase of the company´s own sharesas 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 thecompany. Only the unrestricted equity of the company can be used to repurchaseown shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date ofthe repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be repurchased. Own sharescan be repurchased using, inter alia, derivatives. Own shares can be repurchasedotherwise than in proportion to the shareholdings of the shareholders (directedrepurchase).
The authorization cancels the authorization given by the General Meeting on 31March 2011 to decide on the repurchase of the company´s own shares.
The authorization is effective until 30 June 2013.
16. Authorizing the Board of Directors to decide on the issuance of shares aswell as the issuance of special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board ofDirectors be authorized to decide on the issuance of shares as well as theissuance of other special rights entitling to shares referred to in Chapter 10Section 1 of the Companies Act as follows.
The amount of shares to be issued shall not exceed 25,000,000 shares, whichcorresponds 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 sharesand of special rights entitling to shares. the authorization concerns both theissuance of new shares as well as the transfer of treasury shares. the issuanceof shares and of special rights entitling to shares may be carried out indeviation from the shareholders´ pre-emptive rights (directed issue).
The authorization cancels the authorization given by the General Meeting on 31March 2011 to decide on the issuance of shares as well as the issuance of otherspecial rights entitling to shares referred to in Chapter 10 Section 1 of theCompanies Act.
The authorization is effective until 30 June 2013.
17. Decision making order
18. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The above-mentioned proposals for the decisions on the matters on the agenda ofthe General Meeting as well as this notice are available on ElektrobitCorporation´s website at elektrobit.com. the annual report of ElektrobitCorporation, which includes the company´s annual accounts, the report of theboard of directors and the auditor´s report as well as the company´s corporategovernance statement, is available on said website no later than 5 March 2012.the proposals for decisions and other documents mentioned above are alsoavailable at the General Meeting. Copies of these documents and of this noticewill be sent to shareholders upon request. the minutes of the General Meetingwill be available on the above-mentioned website as from 9 April 2012 at thelatest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders´ register
Each shareholder, who is registered on Wednesday 14 March 2012 in theshareholders´ register of the company held by Euroclear Finland ltd, has theright to participate in the General Meeting. a shareholder, whose shares areregistered on his/her personal Finnish book-entry account, is registered in theshareholders´ register of the company.
A shareholder, who is registered in the shareholders´ register of the companyand who wants to participate in the General Meeting, shall register for themeeting no later than on Wednesday 21 March 2012 by 10.00 a.m. by giving a priornotice of participation. the notice has to be received by the company before theend of the registration period. Such notice can be given:
a) on the company´s website at elektrobit.com, as from 17 February 2012 at10.00 a.m.b) by telephone +358 40 344 3322 or +358 40 344 5425 on weekdays between 9.00a.m. and 4.00 p.m.c) by telefax; +358 8 343 032; ord) by regular mail to the address Elektrobit Oyj, Yhtiökokous, Tutkijantie8, 90590 Oulu, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephonenumber and the name of a possible assistant or proxy representative and thepersonal identification number of a proxy representative. the personal datagiven to Elektrobit Corporation is used only in connection with the GeneralMeeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representativeshall, where necessary, be able to prove his/her identity and/or right ofrepresentation at the General Meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in theGeneral Meeting by virtue of such shares, based on which he/she on Wednesday 14March 2012 would be entitled to be registered in the shareholders´ register ofthe company held by Euroclear Finland ltd. the right to participate in theGeneral Meeting requires, in addition, that the shareholder on the basis of suchshares has been registered into the temporary shareholders´ register held byEuroclear Finland ltd at the latest on Wednesday 21 March 2012 by 10.00 a.m. Asregards nominee registered shares this constitutes due registration for theGeneral Meeting.
A holder of nominee registered shares is advised to request without delay thenecessary instructions regarding registration in the temporary shareholder´sregister, the issuing of proxy documents and registration for the GeneralMeeting from his/her custodian bank. the account management organization of thecustodian bank has to register a holder of nominee registered shares, who wantsto participate in the General Meeting, into the temporary shareholders´ registerof the company at the latest by the time stated above.
Further information on the General Meeting and participation in the GeneralMeeting is available on the company´s website elektrobit.com.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rightsat the meeting by way of proxy representation. a proxy representative shallproduce a dated proxy document or otherwise in a reliable manner demonstratehis/her right to represent the shareholder. If a shareholder participates in theGeneral Meeting by means of several proxy representatives representing theshareholder with shares at different securities accounts, the shares by whicheach proxy representative represents the shareholder shall be identified inconnection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to the addressElektrobit Oyj, Yhtiökokous, Tutkijantie 8, 90590 Oulu, Finland, before the endof the registration period.
Shareholders, who have a Finnish book-entry account, may vote in advance oncertain items on the agenda of the General Meeting through the company´s websitebetween 10.00 a.m. on 17 February 2012 and 10.00 a.m. on 21 March 2012. Ashareholder voting in advance will not be able to use his/her right according tothe Companies Act to request information or a vote, and if matters on the agendahave changed after the beginning of the advance voting period his/herpossibility to vote on such items may be restricted, unless he/she is present inthe General Meeting in person or by way of proxy representation. the conditionsand instructions relating to the electronic advance voting are available on thecompany´s website at elektrobit.com. the shareholder´s book-entry accountnumber is required for advance voting.
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who ispresent at the General Meeting has the right to request information with respectto the matters to be considered at the meeting.
On the date of this notice to the General Meeting 16 February 2012, the totalnumber of shares and votes in Elektrobit Corporation is 129,412,690.
Oulu, February 16, 2012
EB, Elektrobit CorporationThe Board of Directors
Jukka HarjuCEOTel. + 358 40 344 5466
Päivi TimonenChief Legal Officer, Elektrobit CorporationTel. + 358 40 344 2794
Distribution:NASDAQ OMX HelsinkiPrincipal 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 forwireless and automotive industries. the net sales for the year 2011 totaled MEUR162.2. Elektrobit Corporation is listed on NASDAQ OMX Helsinki.elektrobit.com
Elektrobit Corporation Invitation to AGM 2012: hugin.info/120213/R/1586388/497249.pdf
This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. the owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Elektrobit Oyj via Thomson Reuters ONE
Wertpapiere des Artikels:FI0009007264 1
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