Invitation to Elcoteq SE's Annual General Meeting

Wednesday, 21. February 2007 07:00



Elcoteq SE Stock Exchange Release February
21, 2007 at 8.00 am (EET)

INVITATION TO ELCOTEQ SE'S ANNUAL GENERAL MEETING

Elcoteq SE's shareholders are invited to attend the Annual General
Meeting scheduled to take place at 2.00 pm (EET) on Thursday, March
22, 2007. The meeting will be held in the Ballroom of the Scandic
Hotel Continental, Mannerheimintie 46, Helsinki, Finland.
Registration of participants and distribution of voting coupons will
begin at 1.00 pm (EET).

The agenda will contain the following items:

1 The standard items stated in §17 of the
Articles of Association.

2 The proposal of the Board of Directors that
the Board be authorized to issue, in one or several installments,
Series A shares and/or to issue specific rights entitling to shares
pursuant to Chapter 10 §1 of the Finnish Companies Act, in the total
amount of 15,527,573 Series A shares. Based on the authorization to
issue shares, the Board may issue either new shares or those in the
company's possession.

The authorization includes the right, pursuant to Chapter 9, §3 of
the Finnish Companies Act, to disapply the pre-emptive right of the
shareholders, as well as the right to decide on the subscription
prices, on how the subscription prices are divided between the share
capital and nonrestricted shareholders' equity reserve, on those
entitled to subscribe for shares and the conditions of such
subscription, and on other conditions. The pre-emptive subscription
right of the shareholders may be disapplied provided that the company
has important financial grounds for doing so, such as the financing
of acquisitions, other arrangements related to developing the
company's business operations or capital adequacy, or the motivation
of its employees. When issuing shares and/or specific rights
entitling to shares pursuant to Chapter 10 §1 of the Finnish
Companies Act, the Board shall have the right to decide that the
shares be subscribed as payment in kind or on other specific
conditions.

The Board further proposes that this authorization remain in effect
for five years from the date of decision, that is until March 22,
2012; however, should the company's domicile be transferred to the
Grand Duchy of Luxembourg as set out in the Transfer Proposal signed
by the Board of Directors on December 21, 2006, this authorization
shall become void when the transfer is effected.

3 The proposal of the Board of Directors that
the Meeting authorize the Board to purchase the company's own Series
A shares using funds belonging to the company's non-restricted
shareholders' equity on the terms and conditions stipulated below.
The purchase of own shares will reduce the company's distributable
funds.

On the basis of this authorization the Board can decide to purchase
the company's own Series A shares in order to develop the company's
capital structure, to use as consideration in corporate acquisitions
or when the company acquires assets related to its business, and as
part of the company's personnel incentive scheme, in the manner and
scope determined by the Board, and otherwise to dispose of or nullify
these shares. The Board may purchase at most 1,576,994 Series A
shares. The shares may be purchased upon the Board's decision in
public trading. The purchase price of the shares to be purchased
shall be based on the share price in public trading such that the
subscription price corresponds to the fair value of the shares formed
in public trading at the time of purchase. Implementation of this
decision requires the approval of all the holders of the company's
Series K shares to the effect that the decision will not be used to
purchase the Series K shares in their possession.

The Board further proposes that this authorization remain in force
for 18 months from the decision of the Meeting, that is until
September 22, 2008; however, should the company's domicile be
transferred to the Grand Duchy of Luxembourg as set out in the
Transfer Proposal signed by the Board of Directors on December 21,
2006, this authorization shall become void when the transfer is
effected.

4 The proposal of the Board of Directors that
the company's domicile be transferred from the City of Lohja in
Finland to the City of Luxembourg in the Grand Duchy of Luxembourg in
the manner described in the Transfer Proposal signed by the Board of
Directors on December 21, 2006 and recorded in the Trade Register on
January 2, 2007. The company's shareholders, holders of option rights
and holders of other specific rights to shares shall have the right,
pursuant to Chapter 16 §3 of the Finnish Companies Act, to demand
redemption of their shares, option rights or other specific rights to
shares.

Documents

Copies of the Board's proposals, and their enclosures, and the
documents related to the financial statements will be on display for
inspection by the shareholders from 9.00 am (EET) on Wednesday,
February 21, 2007 on the company's website at www.elcoteq.com.
Furthermore, the documents concerning the Board's proposal to
transfer the company's domicile from the City of Lohja in Finland to
the City of Luxembourg in the Grand Duchy of Luxembourg will be on
display for inspection by the shareholders at the Group office,
Sinimäentie 8B, Espoo, Finland. The Transfer Proposal, the Report by
the Board of Directors on the Transfer of Elcoteq SE's Domicile, and
the proposed new Articles of Association for Elcoteq SE, all of which
were signed by the Board of Directors on December 21, 2006, were
recorded in the Trade Register on January 2, 2007 and are therefore
public documents. Copies of the aforementioned documents will be
mailed to shareholders upon request.

Right to Participate in the Meeting

Shareholders who are entered in the Company's shareholder register
maintained by the Finnish Central Securities Depository Ltd at the
latest on Monday, March 12, 2007 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
16, 2007 either on the Company's website www.elcoteq.com, or in
writing to Elcoteq SE, Ms Minna Cederberg, P.O. Box 8, FI-02631
Espoo, Finland, or by telefax +358 10 413 1804, or by telephone +358
10 413 2081 between the hours of 9.00 - 11.00 am or 1.00 - 4.00 pm
(EET). Shareholders are kindly requested to provide their name,
address and telephone number.

Written notification of participation must reach the Company before
the notification period expires. Any powers of attorney, correctly
detailed and dated, must reach the Company at the above address for
inspection before the notification period expires.

Payment of Dividend

The Board of Directors has decided to propose to the Meeting that a
dividend of 0.20 euros per share be distributed on the financial year
January 1 - December 31, 2006. The dividend approved by the Meeting
will be paid to shareholders registered in the Company's shareholder
register maintained by the Finnish Central Securities Depository Ltd
on the record date, March 27, 2007. The dividend decided by the
Meeting will be paid on April 3, 2007.

Composition of the Board of Directors

The Nomination Committee of the Board of Directors will propose to
the Meeting that the following be re-elected to the Board: President
Martti Ahtisaari; Mr Eero Kasanen, Rector of the Helsinki School of
Economics; Mr Heikki Horstia, Vice President, Treasurer, Wärtsilä
Corporation; Mr Antti Piippo, principal shareholder of Elcoteq SE; Mr
Henry Sjöman, founder-shareholder of Elcoteq SE; Mr Juha Toivola MSc;
and Mr Jorma Vanhanen, founder-shareholder of Elcoteq SE. The
individuals proposed have given their consent to re-election.

Appointment of the Auditor

The Audit Committee of the Board of Directors will propose to the
Meeting that the firm of authorized public accountants KPMG Oy Ab
under the supervision of Mr Mauri Palvi APA be appointed as the
Company's auditors until December 31, 2007 and that from January 1,
2008 KPMG Audit S.à.r.l. be appointed until the close of the
following Annual General Meeting. If the Company's domicile is not
transferred to the Grand Duchy of Luxembourg as proposed in the
Transfer Proposal signed by the Board of Directors on December 21,
2006, the Board proposes that KPMG Oy Ab under the supervision of Mr
Mauri Palvi APA serve as the Company's auditors until the end of the
term of office.


Espoo, Finland, February 6, 2007

ELCOTEQ SE
Board of Directors


About Elcoteq
Elcoteq SE is a leading electronics manufacturing services (EMS)
company with original design manufacturing (ODM) capabilities in the
communications technology field. Elcoteq provides global end-to-end
solutions consisting of design, NPI, manufacturing, supply chain
management, and after-sales services for the whole lifecycle of its
customers' products. These products include terminal products such as
mobile phones and set-top boxes as well as communications network
equipment such as base-stations, tower-top amplifiers, and microwave
systems. The company operates in 16 countries on four continents and
employs some 23,000 people. Elcoteq's consolidated net sales for 2006
totaled 4.3 billion euros. Elcoteq SE is listed on the Helsinki Stock
Exchange. For more information visit the Elcoteq website at
www.elcoteq.com.


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Author:
Hugin
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