Resolutions Made by EB, Elektrobit Corporation's Annual General Meeting of Shareholders
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Elektrobit Group Plc.
Press release date: March 14, 2008
EB, Elektrobit Corporation's Annual General Meeting was held on 14 March 2008 at 13.00 at the offices of Elektrobit Corporation, Automaatiotie 1, in Oulunsalo, Finland. The Meeting approved the financial statements for the financial period of 2007 and discharged from liability the members of the Board of Directors and the CEO of Elektrobit Corporation.
Payment of dividend The Annual General Meeting approved a proposal by the Board of Directors to pay a dividend of EUR 0.02 per share, i.e. a total of EUR 2,588,253.80. The undistributed portion of the profit for the financial period shall remain on the retained earnings account. Dividend will be paid to shareholders that have been entered into the shareholders' register maintained by the Finnish Central Securities Depository Ltd on the record date for the payment of dividend, 19 March 2008. The dividend will be paid on 28 March 2008.
Composition and remuneration of the Board of Directors The Annual General Meeting fixed the number of Board members to six (6). Mr. J.T. Bergqvist, Mr. Jukka Harju, Mr. Juha Hulkko, Mr. Seppo Laine, Mr. Staffan Simberg and Mr. Erkki Veikkolainen were elected Board members. The term of office of the Board members expires at the end of the next Annual General Meeting.
The Annual General Meeting confirmed the remuneration for the Board members as follows: The remuneration for the Board members shall be EUR 2,000 per month. The remuneration for the Chairman of the Board, carrying out his tasks on a half-day basis, shall be EUR 16,500 per month. There will be no separate remuneration for those Board members, who are employed by the company. Travel expenses shall be reimbursed in accordance with the travel policy of the company.
Election of the Auditors The Annual General Meeting elected Ernst & Young Oy, an auditing entity authorized by the Central Chamber of Commerce, as the auditor of the company.
Amendment of the Articles of Association The Annual General Meeting approved a proposal by the Board of Directors to amend the Articles of Association as follows:
o Section 1 is amended so that the company's domicile is Oulu. o Section 2 concerning the company's field of activities is updated as follows: 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.
Authorization of the Board of Directors to repurchase shares of the company
The Annual General Meeting resolved to authorize the Board of Directors to repurchase shares of the company as follows.
The number of repurchased shares shall not exceed 12,500,000 shares, which represents approximately 9.66 per cent of all the shares of the company. Only unrestricted equity of the company can be used to repurchase shares on the basis of the authorization.
Shares can be repurchased at a price formed in public trading on the date of repurchase or otherwise at a price formed on the market.
The Board of Directors shall resolve how the repurchase of shares is carried out. The repurchase can be carried out by using, among others, derivatives. Shares may be repurchased in deviation from the shareholder's pre-emptive rights (directed repurchase of shares).
The authorization is effective until 30 June 2009. Authorization of the Board of Directors to resolve on the issuance of shares and of stock options and other special rights entitling to shares
The Annual General Meeting authorized the Board of Directors to resolve on the issuance of shares and of stock options and other special rights entitling to shares referred to in chapter 10, section 1 of the Companies Act as follows.
The aggregate number of shares issued on the basis of the authorization may not exceed 25,000,000 shares, which represents approximately 19.32 per cent of all the current shares of the company.
The Board of Directors is authorized to resolve on all the terms and conditions concerning the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares and the transfer of treasury shares. Issuance of shares and of special rights entitling to shares can be carried out in deviation from the shareholder's pre-emptive rights (directed issue).
The authorization is effective until 30 June 2009.
Issuance of stock options to key personnel of the Elektrobit Group
The Annual General Meeting approved a proposal by the Board of Directors to issue stock options to key personnel of the Elektrobit Group as follows.
There is a weighty financial reason for the company to issue stock options since the stock options are intended for use as part of the incentive and commitment program for key personnel.
The maximum total number of stock options shall be 4,200,000, of which 1,400,000 shall be marked with the symbol 2008A, 1,400,000 shall be marked with the symbol 2008B and 1,400,000 shall be marked with the symbol 2008C. The stock options entitle to subscription of a maximum total of 4,200,000 new shares of the company or treasury shares. The proportion of the shares that can be subscribed using the stock options to be issued will be a maximum total of 3.1 per cent of the company's shares and associated voting rights after a possible share subscription, should new shares be issued in the subscription.
The subscription price for the shares to be subscribed based on the stock options shall be based on the prevailing market value of the Elektrobit Corporation share at OMX Nordic Exchange Helsinki Ltd in January 2009, January 2010 and January 2011. The subscription price will be recorded in the fund for invested unrestricted equity.
The share subscription period for stock options 2008A shall be 1 April 2012-31 March 2014, for stock options 2008B 1 April 2013-31 March 2015, and for stock options 2008C 1 April 2014-31 March 2016. In Oulunsalo, on 14 March 2008
EB, Elektrobit Corporation EB creates advanced technology and turns it into enriching end-user experiences. EB is specialised in demanding embedded software and hardware solutions for automotive and wireless industries. The net sales for the year 2007 totalled EUR 144.3 million. Elektrobit Corporation is listed on OMX Nordic Exchange Helsinki. www.elektrobit.com
Elektrobit Corporation Board of Directors
Further information: J.T. Bergqvist Chairman of the Board Elektrobit Corporation Tel. +358 40 344 5148
Päivi Vasankari Chief Legal Officer Elektrobit Corporation Tel. +358 40 344 2794
Appendices: 1. Articles of Association 2. Stock Option Terms
DISTRIBUTION: OMX Nordic Exchange Helsinki Principal media