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Sector
Technology
Size
Small Cap
Market Cap £203.9m
Enterprise Value £202.1m
Revenue £67.3m
Position in Universe 708th / 1835

Notice to the General Meeting of Elektrobit Corporation

Thu 20th February, 2014 6:01am

http://pdf.reuters.com/htmlnews/8knews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20140220:nHUGdx63


STOCK EXCHANGE RELEASE


Free for publication on 20 February 2014 at 8.00 a.m.


Notice to the General Meeting of Elektrobit Corporation

Notice is given to the shareholders of Elektrobit Corporation to the Annual General Meeting to be
held on Thursday April 10, 2014 at 1.00 p.m. at the University of Oulu, Saalastinsali, at the
address Pentti Kaiteran katu 1, 90570 Oulu, Finland. The reception of persons who have registered
for the General Meeting 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 counting of 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 and the auditor's
report for the year 2013

 - 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 the payment of dividend

The Board of Directors proposes that the Annual General Meeting resolve to pay EUR 0.02 per share
as dividend based on the adopted balance sheet for the financial period of January 1, 2013 -
December 31, 2013. The dividend will be paid to the shareholders who are registered as
shareholders in the company's register of shareholders as maintained by Euroclear Finland Ltd on
the dividend record date, Tuesday, April 15, 2014. The Board of Directors proposes that the
dividend be paid on Thursday, April 24, 2014.

 

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

 

10. Resolution on the remuneration of the members of the Board of Directors

Shareholders who represent approximately 43.9 per cent of the shares in the company propose to the
General Meeting that to the members of the Board of Directors to be elected be paid the following
monthly remuneration for the term of office ending at the end of the next Annual General Meeting:
to the chairman of the Board of Directors EUR 3,500 and to the other members of the Board of
Directors EUR 2,000 each. In addition, the members of the Board of Directors are entitled to
compensation for attending 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 members of the
Board of Directors, who also act as Board members of other companies belonging to the Elektrobit
Group, are also entitled to compensation for attending Board meetings of such other group
companies as follows: EUR 1,200 for each meeting.

The above-mentioned shareholders furthermore propose that the travel expenses of the members of
the Board of Directors be compensated in accordance with the company's travel compensation policy.

 

11. Resolution on the number of members of the Board of Directors

Shareholders who represent approximately 43.9 per cent of the shares in the company propose to the
General Meeting that the number of members of the Board of Directors shall be five (5).

 

12. Election of members of the Board of Directors

Shareholders who represent approximately 43.9 per cent of the shares in the company 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 end of the next Annual General Meeting following the election:
Mr. Jorma Halonen, Mr. Juha Hulkko, Mr. Seppo Laine, Mr. Staffan Simberg and Mr. Erkki
Veikkolainen.

 

13. Resolution on the remuneration of the auditor

Based on the proposal of the Audit and Financial Committee the Board of Directors proposes to the
General Meeting that the remuneration for the auditor to 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 of Directors proposes to the
General Meeting that Ernst & Young Ltd, Authorized Public Accountants, be re-elected auditor of
the company for a term of office ending at the end of the next Annual General Meeting. Ernst &
Young Ltd has notified that Mr. Juhani Rönkkö, 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 of Directors be authorized
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 9.57 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 shareholders (directed repurchase).

The authorization cancels the authorization given by the General Meeting on 11 April 2013 to
decide on the repurchase of the company's own shares.

The authorization is effective until 30 June 2015.

 

16. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance
of special rights entitling to shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized
to decide on the issuance of shares as well as the issuance of 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 19.14 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 11 April 2013 to
decide on the issuance of shares as well as the issuance of other special rights entitling to
shares referred to in Chapter 10 Section 1 of the Companies Act.

The authorization is effective until 30 June 2015.

  

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 of the General
Meeting as well as this notice are available on Elektrobit Corporation's website at
www.elektrobit.com. The annual report of Elektrobit Corporation, which includes the company's
annual accounts, the report of the board of directors and the auditor's report as well as the
company's corporate governance statement, is available on said website no later than 20 March
2014. The proposals for decisions and other documents mentioned above are also available at the
General Meeting. Copies of these documents and of this notice will be sent to shareholders upon
request. The minutes of the General Meeting will be available on the above-mentioned website as
from 24 April 2014, at the latest.





C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

 

1. Shareholders registered in the shareholders' register

 

Each shareholder, who is registered on Monday 31 March 2014 in the shareholders' register of the
company held by Euroclear Finland Ltd, has the right to participate in the General Meeting. A
shareholder, whose shares are registered on his/her personal Finnish book-entry account, is
registered in the shareholders' register of the company.

A shareholder, who is registered in the shareholders' register of the company and who wants to
participate in the General Meeting, shall register for the meeting no later than on Monday 7 April
2014 by 10.00 a.m. by giving a prior notice of participation. The notice has to be received by the
company before the end of the registration period. Such notice can be given:

a) on the company's website at www.elektrobit.com, as from 20 February 2014 at 8.00 a.m.

b) by telephone +358 40 344 3322 or +358 40 344 5425 on weekdays between 9.00 a.m. and 4.00 p.m.

c) by telefax; +358 8 343 032; or

d) by regular mail to the address Elektrobit Oyj, Yhtiökokous, Tutkijantie 8, 90590 Oulu, Finland.

 

In connection with the registration, a shareholder shall notify his/her name, personal
identification number or business identity code, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification number of a proxy
representative. The personal data given to Elektrobit Corporation is used only in connection with
the General Meeting and with the processing of related registrations.

The shareholder, his/her authorized representative or proxy representative shall, where necessary,
be able to prove his/her identity and/or right of representation at the General Meeting.


 

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by
virtue of such shares, based on which he/she on Monday 31 March 2014 would be entitled to be
registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right
to participate in the General Meeting requires, in addition, that the shareholder on the basis of
such shares has been registered into the temporary shareholders' register held by Euroclear
Finland Ltd at the latest on Monday 7 April 2014 by 10.00 a.m. As regards nominee registered
shares this constitutes due registration for the General Meeting. 

A holder of nominee registered shares is advised to request without delay the necessary
instructions regarding registration in the temporary shareholder's register, the issuing of proxy
documents and registration for the General Meeting from his/her custodian bank. The account
management organization of the custodian bank has to register a holder of nominee registered
shares, who wants to participate in the General Meeting, into the temporary shareholders' register
of the company at the latest by the time stated above.

Further information on the General Meeting and participation in the General Meeting is available
on the company's website www.elektrobit.com.

 

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by
way of proxy representation. A proxy representative shall produce a dated proxy document or
otherwise in a reliable manner demonstrate his/her right to represent the shareholder. If a
shareholder participates in the General Meeting by means of several proxy representatives
representing the shareholder with shares at different securities accounts, the shares by which
each proxy representative represents the shareholder shall be identified in connection with the
registration for the General Meeting.

Possible proxy documents should be delivered in originals to the address Elektrobit Oyj,
Yhtiökokous, Tutkijantie 8, 90590 Oulu, Finland, before the end of the registration period.

 

4. Other information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the
General Meeting has the right to request information with respect to the matters to be considered
at the meeting. 

On the date of this notice to the General Meeting 20 February 2014, the total number of shares and
votes in Elektrobit Corporation is 130,609,572.

 

Oulu, February 20, 2014

 

EB, Elektrobit Corporation

The Board of Directors

 

Jukka Harju

CEO

Tel. + 358 40 344 5466

 

Päivi Timonen

Chief Legal Officer, Elektrobit Corporation

Tel. + 358 40 344 2794

 

 

Distribution:

NASDAQ OMX Helsinki

Principal media

 

Elektrobit Corporation (EB)

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
net sales from continuing operations in 2013 totalled EUR 199.3 million and operating profit of
EUR 8.1 million. Elektrobit Corporation is listed on NASDAQ OMX Helsinki. www.elektrobit.com



----------------------------------------------------------------------------------------------------

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX
Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content,
accuracy and originality of the information contained therein.
Source: Elektrobit Oyj via Globenewswire


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