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Elektronikproduktion | 27 februari 2002

Annual General Meeting of Elcoteq

Elcoteq Network Corporation shareholders are invited to attend the Annual General Meeting scheduled to take place at 2.00 pm (EET) on Wednesday, March 20, 2002
The meeting will be held in the Marina Congress Center, Katajanokanlaituri 6, Helsinki, Finland 1 The standard business stated in §16 of the Articles of Association 2. The Board of Director's proposal that the Board of Directors be authorized to float one or several convertible bond loans and/or to issue stock options and/or to raise the share capital in one or several installments through a rights issue within one year from the Annual General Meeting. When issuing convertible bonds, stock options or new shares the Board shall be entitled to issue at most 5,898,330 new Series A shares with a nominal value of EUR 0.4 per share for subscription. However, the valid and unexercised authorizations of the Board of Directors concerning the total number of share capital increases and the votes carried by the new shares issued shall not exceed one-fifth of the Company's total registered share capital and aggregate number of votes carried by the shares at the time of the authorization and the Board's decision to raise the share capital. The Company's share capital may be increased by at most EUR 2,359,332 under this authorization. The authorization contains the right to disapply the pre-emptive rights of shareholders, referred to in Chapter 4 §2 of the Finnish Companies Act, to subscribe for new shares, convertible bonds or stock options, as well as the right to decide on the prices of such subscriptions, those entitled to make subscriptions, the terms and conditions of subscription, and the terms and conditions of the convertible bonds and stock options. The Board is permitted to disapply shareholders' pre-emptive subscription rights on condition that the company has sound financial grounds for doing so, such as financing an acquisition, other development of the Company's business operations or capital financing arrangements, or incentive schemes for personnel. Should the share capital be raised by the issue of new shares, the Board of Directors shall be entitled to decide that the shares may also be subscribed through payment of consideration in kind or on other specific conditions. The Board may not exercise this authorization in the interests of a member of the Company's inner circle. Information Copies of the documents related to the financial statements and the proposals of the Board of Directors will be on display for shareholders from 9.00 am (EET) on Tuesday March 12, 2002 at the Company's corporate office, SinimÀentie 8B, Espoo. Copies of the documents will be mailed to shareholders upon request. Right to participate at the meeting Shareholders who are entered in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd at the latest on Friday March 8, 2002 shall have the right to participate in the Annual General Meeting. Shareholders wishing to participate in the Annual General Meeting are kindly asked to notify the Company by 4.00 pm (EET) on Friday, March 15, 2002 either in writing to Elcoteq Network Corporation, Ms Riia Johansson, P.O. Box 8, FIN-02630 Espoo, or by telephone +358 10 413 1827, or by e-mail to riia.johansson@elcoteq.com. Shareholders are kindly requested to give the following information: name, address, telephone number and date of birth. Written notification of participation must reach the Company before the notification period expires. Any powers of attorney must be sent to the Company at the above address for inspection before the notification period expires. Payment of dividend The Board of Directors will propose to the Meeting that no dividend be distributed on the financial year January 1 - December 31, 2001. Composition of the Board of Directors The Board of Directors' Review and Compensation Committee and the Company's three principal shareholders will propose to the Meeting that the following current members of the Board be re-elected: Mr Heikki Horstia, Vice President, Treasurer, WÀrtsilÀ Corporation; Mr Henry Sjöman, Senior Vice President, Elcoteq Network Corporation; Mr Juha Toivola MSc (Eng.); Mr Jorma Vanhanen, Senior Vice President, Elcoteq Network Corporation; President Martti Ahtisaari; and Mr Eero Kasanen, Rector of the Helsinki School of Economics and Business Administration.
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