Free for publication March 14, 2007 at 4.30 pm. (EET) RESOLUTIONS MADE BY THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF ELEKTROBIT GROUP PLC. The Annual General Shareholders' Meeting of Elektrobit Group Plc. was held on 14 March 2007 at 13.00 in Oulunsalo, Finland. The Shareholders' Meeting approved the financial statements for the financial period of 2006 and discharged from liability the members of the Board of Directors and the CEO of Elektrobit Group Plc. Payment of dividend The Shareholders' Meeting approved the Board of Directors' proposal to pay dividend of EUR 0.11 of the distributable profits of EUR 37,473,785, i.e. a total of EUR 14,235,395.90 and that the rest of the profit shall remain in unrestricted equity. 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 2007. The payment date of the dividend is 26 March 2007. Composition and remuneration of the Board of Directors The Shareholders' Meeting fixed the number of the Board members to six (6). Mr. J.T. Bergqvist, Mr. Jukka Harju, Mr. Juha Hulkko, Mr. Matti Lainema, Mr. Juha Sipilä and Mr. Tapio Tammi were elected as Board members. The term of office of the Board members will end at the next Annual General Shareholders' Meeting. The Shareholders' Meeting confirmed the remuneration for the Board members as follows: The remuneration for the members of the Board shall be EUR 1,700 per month. The remuneration for the Chairman of the Board carrying out his tasks on a half-day basis shall be EUR 15,500 per month. In case the Chairman of the Board does not carry out his tasks on a half-day basis, his remuneration shall be EUR 2,500. There will be no separate remuneration for those members of the Board being employed by the company. Travel expenses shall be remunerated in accordance with the travel policy of the company. Election of the Auditors The Shareholders' 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 Shareholders' Meeting approved the Board of Directors' proposal to amend the Articles of Association mainly due to the new Companies Act, which entered into force on 1 September 2006 as follows: - The company name is changed into Elektrobit Oyj, in English Elektrobit Corporation (section 1). - Sections 3, 4 and 5 concerning share capital of the company, number of shares and voting rights attached to the shares are removed as redundant. - Section 8 concerning the right to sign for the company is amended to correspond to the wording of the Companies Act. - Section 10 concerning the notice of a General Meeting is amended to the effect that the notices can be delivered not earlier than three months prior to the General Meeting instead of the current four weeks. - The list of matters to be considered at the Annual General Meeting of Shareholders is amended to correspond to the amended legislation (section 11). - The reference concerning the date of registration in section 13 regarding the Book-entry System is removed as redundant. - Section 14 concerning record date procedure is removed as redundant. - The numbering of the sections in the Articles of Association is amended correspondingly. Authorization of the Board of Directors to repurchase shares of the company The Shareholders' Meeting resolved to authorize the Board of Directors to repurchase shares of the company as follows: The amount of the repurchased own shares shall not be more than 12,500,000 shares, which represents approximately 9.66 per cent of all the shares of 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 determined in public trading on the date of repurchase or otherwise on the market. The Board of Directors shall resolve on how the repurchase of shares is carried out. The repurchase can be carried out by using, among others, derivatives. Shares may be repurchased also otherwise than in proportion to the shares owned by the shareholders of the company (directed repurchase of shares). The authorization is effective until 30 June 2008. Authorization of the Board of Directors to resolve on a share issue and issue of stock options and other special rights entitling to shares The Shareholders' Meeting authorized the Board of Directors to resolve on the issuance of shares and stock options and other special rights entitling to shares subject to 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 19.3 per cent of all the shares of the company. The Board of Directors is authorized to resolve on all the terms and conditions concerning the issue of shares and stock options and other special rights entitling to shares. The authorization concerns both the issuance of new shares and transfer of the company's own shares. Issuance of shares and other special rights entitling to shares can be carried out as a directed issue. The authorization is effective until June 30, 2008. In Oulunsalo, on March 14, 2007 Elektrobit Group Plc. Board of Directors Further information: J.T. Bergqvist Chairman of the Board Elektrobit Group Plc. Tel. +358 40 344 3889 Maija-Liisa Fors Director, Investor Relations Elektrobit Group Plc. Tel. +358 40 344 2875 Appendices: 1. Articles of Association Distribution: OMX Helsinki Principal media About Elektrobit Elektrobit is a technology company specialized in embedded software and hardware solutions for selected automotive and wireless environments. Elektrobit provides in-car software products and R&D services, advanced mobile terminal R&D services and design as well as mobile WiMAX base station modules and R&D services. Elektrobit's product portfolio also covers testing, material handling as well as process automation tools and equipment. Elektrobit employs some 2,000 professionals in 13 countries. The net sales for the year 2006 totalled MEUR 181.5. Elektrobit Group Plc. is listed on OMX Helsinki. www.elektrobit.com
RESOLUTIONS MADE BY THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF ELEKTROBIT GROUP PLC.
| Source: Bittium Oyj
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