Elektronikproduktion |
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, Sinimäentie 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, Wärtsilä 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.