Elcoteq SE Convenes an Extraordinary General Meeting in Order to Proceed with the Equity Raising Project

Tuesday, 07. September 2010 07:47
Elcoteq SE
Stock Exchange Release
September 7, 2010 at 8.45 am (EET)


The Board of Directors of Elcoteq SE has decided to convene an Extraordinary
General Meeting (EGM) of shareholders to decide on actions enabling the
advancement with the equity raising project. The meeting will be held on October
12, 2010 in Luxembourg, at the premises of Elcoteq SE, 19, rue Eugène Ruppert,
L-2453 Luxembourg and it is scheduled to take place at 2:30 pm CET.

In order to allow the Company to raise new capital, the Board proposes to the
EGM to grant an authorization to the Board to issue new shares. It is also
proposed to extend the authorized capital period in order to follow the maturity
of the existing and planned new instruments issued by the Company.

Thus, the Board proposes that the authorized capital section of the Articles of
Association (articles 21 and 22) would have the following amendments:
* have the authorization period starting on the day of the EGM for a period of
5 years;
* authorize the Board of Directors to issue new shares in deviation from the
preferential subscription right of the shareholders up to an amount of EUR
40,000,000.00;
* authorize the Board of Directors to issue new shares in conformity with the
preferential subscription right of the shareholders up to an amount of EUR
41,824,336.00;


Furthermore, as a result of the K to A shares conversion which occurred in July
2010, some articles of the Articles of Association still include the reference
to the previous K shares which is no longer necessary and the Board proposes to
the EGM to amend the Articles of Association in relevant parts.

The Board also proposes that for practical reasons the administrative language
of the Company is changed from German into French. The English language would
remain as the official language of the Company.

Furthermore, the Board proposes statutory election and discharge.

The decision of this Extraordinary General Meeting shall be carried by the
qualified majority of two-third (2/3) of the votes cast of the shares present or
represented at the meeting, taking into account that at least half of the shares
need to be present or represented. However, the qualified majority is not
required for proposal regarding statutory election and discharge.
Should the quorum of half of the shareholders not be met, then a second
Extraordinary General Meeting may be convened. The second meeting shall validly
deliberate regardless of the proportion of the capital represented. At both
meetings, resolutions, in order to be adopted, must be carried by at least
two-thirds of the votes cast.

The invitation to the Extraordinary General Meeting of shareholders is appended
to this release.

ELCOTEQ SE
Board of Directors

Further information:
Jouni Hartikainen, President and CEO, tel. +358 10 41 311
Mikko Puolakka, CFO, tel. +358 10 413 1287


INVITATION TO ELCOTEQ SE'S Extraordinary GENERAL MEETING

The shareholders are invited to attend the Extraordinary General Meeting of the
Company scheduled to take place at 2:30 p.m. CET on 12 October 2010 (the "EGM").
The EGM will be held in Luxembourg, at the premises of Elcoteq SE, 19, rue
Eugène Ruppert, L-2453 Luxembourg.

The meeting will be held before a public notary, Maître Martine Schaeffer,
notary public in Luxembourg or any replacement notary thereof.

The agenda of the EGM will contain the following items:

1) Changes in the authorized capital section of the Articles of Association
(articles 21 and 22):
1.1 Have the authorization period starting on the day of the EGM for a period of
5 years;
1.2 Authorize the Board of Directors to issue new shares in deviation from the
preferential subscription right of the shareholders up to an amount of EUR
40,000,000.00;
1.3 Authorize the Board of Directors to issue new shares in conformity with the
preferential subscription right of the shareholders up to an amount of EUR
41,824,336.00;
1.4 Subsequent amendments of article 21 and article 22 of the Articles of
Association.

2) Update of the Articles of Association of the Company in order to have all
references to the previous K shares deleted in all articles to be amended
accordingly.

3) Modification of article 44 of the Articles of Association of the Company in
order to have it read as follows:
"§44. The official language of the Company shall be English. In the event there
is a requirement to use one of the official languages of the Grand Duchy of
Luxembourg, the documents shall be translated into French. Should there be any
discrepancies between the French and English language versions, the English
version shall prevail. (.)."

4) Restatement of the Articles of Association of the Company in order to reflect
the previous changes decided by the Extraordinary Meeting of Shareholders.

5) Statutory election and Discharge

Authorization to the Board of Directors

The EGM will resolve in particular on the granting of the authorization to the
Board of Directors of the Company of the right to issue new shares for a 5 years
period starting on the day of the EGM in deviation from or in conformity with
the shareholders' preferential subscription right within the limits of the
authorized share capital and up to an amount of ninety five million Euros (EUR
95,000,000), such global limit (which includes the current share capital of the
Company) is stipulated in Article 21 of the Articles of Association.

Limits of each category of issue are included in article 22, point 3 (vi) of the
Articles of Association which will read as follows:
"3. (vi) out of the total amount of the authorized share capital of 81,824,336
euros, which excludes the issued share capital, to abolish or limit the
preferential subscription right of the shareholders, but only up to an amount of
40,000,000 euros of the authorized share capital, when proceeding to the issue
of the Instruments and the issue of the new shares, within the limit set by the
law of 10 August 1915 governing commercial companies, as amended. For the
remainder of the authorized share capital of 41,824,326 euros, the preferential
subscription right of the shareholders remains in force. Within the limits of
the respective amounts of the authorized share capital referred to in this
paragraph, the Board of Directors has full discretion whether new shares or
Instruments shall be issued with or without abolishing or limiting the
preferential subscription right of the shareholders."

Documents

Copies of the related documentation (including a report from the Board of
Directors of the Company setting out the underlying justification in respective
of any limitation or waiver of preferential subscription rights of existing
shareholders and the Board proposals) will be on display for inspection by the
shareholders from 9.00 a.m. CET on 27 September 2010 on the Company's website at
www.elcoteq.com.

The form of proxy (see the paragraph regarding Representation here below) can be
downloaded from the Company's website at www.elcoteq.com

Copies of the aforementioned documents including the proxy will be mailed to the
shareholders upon request and will be on display at the Elcoteq SE offices in
Luxembourg and in Espoo (Finland) starting 27 September 2010.

Right to participate in the EGM

Shareholders who are duly registered in the Company's shareholder register as of
1 October 2010 maintained by Euroclear Finland Ltd, shall have the right to
participate and vote in the EGM.

Registration to the EGM

To participate and have the right to vote in the EGM, the registered
shareholders shall notify the Company of their attendance latest by 7 October
2010 at 4:00 p.m. CET either on the Company's website www.elcoteq.com, or in
writing to Elcoteq SE, Finnish Branch, EGM, P.O. Box 8, FI-02631 Espoo, Finland,
or by telefax +358 10 413 1804, or by telephone +358 10 413 2081 from 8.00 to
10.00 a.m. or 12.00 to 3.00 p.m. CET.

Shareholders are kindly requested to provide their name, address and telephone
number when notifying the Company.

Notification of participation must reach the Company before the notification
period expires.

Representation

Shareholders shall exercise their rights at the EGM either in person or through
a representative on the basis of a duly signed and dated proxy, or any other
documentation acceptable to the Company evidencing their authorisation.

Any proxy, correctly filled in and dated, must reach the Company at the above
address in Finland for inspection before the notification period expires on 7
October 2010.

Quorum/Majority
In conformity with Article 61 of the Articles of Association, the decision of
this Extraordinary General Meeting shall be carried by the qualified majority of
two-thirds (2/3) of the votes cast and of the aggregate par value of the shares
present or represented at the meeting, taking into account that at least half of
the shares needs to be present or represented. The qualified majority is not
required for point 5 on the agenda.
The agenda items will be voted upon independently from each other and, as a
result, some of the items may be carried whereas others are not.
Should the quorum of half of shares not be met when required, then in conformity
with article 67-1 of the Law on Commercial Companies, a second Extraordinary
General Meeting will be convened, in the manner prescribed by the Articles of
Association of the Company, by means of notices published twice, at fifteen days
interval at least and with the second notice to be published fifteen days before
the meeting. The second meeting shall validly deliberate regardless of the
proportion of the capital represented. At both meetings, resolutions, in order
to be adopted, must be carried by at least two-thirds of the votes cast.

Language of the Meeting

The EGM will be held in the English language.

On 6 September 2010

Elcoteq SE
Board of Directors

About Elcoteq

Elcoteq SE is the global Life Cycle Services Partner for high-tech product and
service companies.
Engineering, Manufacturing, Fulfillment and After Market Services are the
cornerstones of Elcoteq's extensive service offering. Elcoteq has a proven track
record in electronics manufacturing services (EMS) and a global factory network
coupled with modern manufacturing equipment and consistent systems and
processes.
Products include Consumer Electronics devices such as mobile phones and their
accessories, set-top boxes, LED lamps and luminaires, flat panel TVs as well as
System Solutions products such as infrastructure systems, modules and other
industrial segment products.
The Group's consolidated net sales for 2009 totaled 1.5 billion euros and it
employs approximately 10,000 persons. Elcoteq SE is listed on the Nasdaq OMX
Helsinki Ltd.  For more information visit the Elcoteq website at
www.elcoteq.com.



[HUG#1442913]





EGM invitation 07092010:
http://hugin.info/3033/R/1442913/387133.pdf




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Source: Elcoteq SE via Thomson Reuters ONE
Related Links: Elcoteq Network SE
Author:
Hugin
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