Elektrobit Oyj - Notice to general meeting

EB, ELEKTROBIT CORPORATION: NOTICE TO THE GENERAL MEETING

STOCK EXCHANGE RELEASE

Free for publication on 16 February 2012 at 8.00 a.m.
NOTICE TO THE GENERAL MEETING

Notice is given to the shareholders of Elektrobit Corporation to the Annual
General Meeting to be held on Monday 26 March 2012 at 1.00 p.m. at the
University of Oulu, Saalastinsali, at the address Pentti Kaiteran katu 1, 90570
Oulu, Finland. The reception of persons who have registered for the General
Meeting and the distribution of voting tickets will commence at 12.30 p.m.


A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

At the General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors and
the auditor's report for the year 2011

- Review by the Chief Executive Officer

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board of Directors proposes to the General Meeting that no dividend shall be
distributed.

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

Shareholders who represent approximately 55.8 per cent of the shares in the
company propose to the General Meeting that to the members of the Board of
Directors to be elected be paid the following monthly remuneration for the term
of office ending at the end of the next Annual General Meeting: to the chairman
of the Board of Directors EUR 3,500 and to the other members of the Board of
Directors EUR 2,000 each. In addition, the members of the Board of Directors are
entitled to compensation for attending Board Committee meetings as follows: the
chairman of the Committee EUR 600 for each meeting and other Committee members
EUR 400 for each meeting. The members of the Board of Directors, who also act as
Board members of other companies belonging to the Elektrobit Group, are also
entitled to compensation for attending Board meetings of such other group
companies as follows: EUR 1,000 for each meeting.

The above-mentioned shareholders furthermore propose that the travel expenses of
the members of the Board of Directors be compensated in accordance with the
company's travel compensation policy.

11. Resolution on the number of members of the Board of Directors

Shareholders who represent approximately 55.8 per cent of the shares in the
company propose to the General Meeting that the number of members of the Board
of Directors shall be five (5).

12. Election of members of the Board of Directors

Shareholders who represent approximately 55.8 per cent of the shares in the
company propose to the General Meeting that the following persons shall be re-
elected members of the Board of Directors for a term of office ending at the end
of the next Annual General Meeting following the election: Mr. Jorma Halonen,
Mr. Juha Hulkko, Mr. Seppo Laine, Mr Staffan Simberg and Mr. Erkki
Veikkolainen.

13. Resolution on the remuneration of the auditor

Based on the proposal of the Audit and Financial Committee the Board of
Directors proposes to the General Meeting that the remuneration for the auditor
to be elected will be paid against the auditor's reasonable invoice.

14. Election of auditor

Based on the proposal of the Audit and Financial Committee the Board of
Directors proposes to the General Meeting that Ernst & Young Ltd, Authorized
Public Accountants, be re-elected auditor of the company for a term of office
ending at the end of the next Annual General Meeting. Ernst & Young Ltd has
notified that Mr. Jari Karppinen, APA, would act as responsible auditor.

15. Authorizing the Board of Directors to decide on the repurchase of own shares

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide on the repurchase of the company's own shares
as follows.

The amount of own shares to be repurchased shall not exceed 12,500,000 shares,
which corresponds to approximately 9.66 per cent of all of the shares in 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 formed in public trading on the date of
the repurchase or otherwise at a price formed on the market.

The Board of Directors decides how own shares will be repurchased. Own shares
can be repurchased using, inter alia, derivatives. Own shares can be repurchased
otherwise than in proportion to the shareholdings of the shareholders (directed
repurchase).

The authorization cancels the authorization given by the General Meeting on 31
March 2011 to decide on the repurchase of the company's own shares.

The authorization is effective until 30 June 2013.

16. Authorizing the Board of Directors to decide on the issuance of shares as
well as the issuance of special rights entitling to shares

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide on the issuance of shares as well as the
issuance of other special rights entitling to shares referred to in Chapter 10
Section 1 of the Companies Act as follows.

The amount of shares to be issued shall not exceed 25,000,000 shares, which
corresponds to approximately 19.32 per cent of all of the shares in the company.

The Board of Directors decides on all the conditions of the issuance of shares
and of special rights entitling to shares. The authorization concerns both the
issuance of new shares as well as the transfer of treasury shares. The issuance
of shares and of special rights entitling to shares may be carried out in
deviation from the shareholders' pre-emptive rights (directed issue).

The authorization cancels the authorization given by the General Meeting on 31
March 2011 to decide on the issuance of shares as well as the issuance of other
special rights entitling to shares referred to in Chapter 10 Section 1 of the
Companies Act.

The authorization is effective until 30 June 2013.

17. Decision making order

18. Closing of the meeting


B. DOCUMENTS OF THE GENERAL MEETING

The above-mentioned proposals for the decisions on the matters on the agenda of
the General Meeting as well as this notice are available on Elektrobit
Corporation's website at www.elektrobit.com. The annual report of Elektrobit
Corporation, which includes the company's annual accounts, the report of the
board of directors and the auditor's report as well as the company's corporate
governance statement, is available on said website no later than 5 March 2012.
The proposals for decisions and other documents mentioned above are also
available at the General Meeting. Copies of these documents and of this notice
will be sent to shareholders upon request. The minutes of the General Meeting
will be available on the above-mentioned website as from 9 April 2012 at the
latest.


C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on Wednesday 14 March 2012 in the
shareholders' register of the company held by Euroclear Finland Ltd, has the
right to participate in the General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company.

A shareholder, who is registered in the shareholders' register of the company
and who wants to participate in the General Meeting, shall register for the
meeting no later than on Wednesday 21 March 2012 by 10.00 a.m. by giving a prior
notice of participation. The notice has to be received by the company before the
end of the registration period. Such notice can be given:

a) on the company's website at www.elektrobit.com, as from 17 February 2012 at
10.00 a.m.
b) by telephone +358 40 344 3322 or +358 40 344 5425 on weekdays between 9.00
a.m. and 4.00 p.m.
c) by telefax; +358 8 343 032; or
d) by regular mail to the address Elektrobit Oyj, Yhtiökokous, Tutkijantie
8, 90590 Oulu, Finland.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business identity code, address, telephone
number and the name of a possible assistant or proxy representative and the
personal identification number of a proxy representative. The personal data
given to Elektrobit Corporation is used only in connection with the General
Meeting and with the processing of related registrations.

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation at the General Meeting.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on Wednesday 14
March 2012 would be entitled to be registered in the shareholders' register of
the company held by Euroclear Finland Ltd. The right to participate in the
General Meeting requires, in addition, that the shareholder on the basis of such
shares has been registered into the temporary shareholders' register held by
Euroclear Finland Ltd at the latest on Wednesday 21 March 2012 by 10.00 a.m. As
regards nominee registered shares this constitutes due registration for the
General Meeting.

A holder of nominee registered shares is advised to request without delay the
necessary instructions regarding registration in the temporary shareholder's
register, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank. The account management organization of the
custodian bank has to register a holder of nominee registered shares, who wants
to participate in the General Meeting, into the temporary shareholders' register
of the company at the latest by the time stated above.

Further information on the General Meeting and participation in the General
Meeting is available on the company's website www.elektrobit.com.

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights
at the meeting by way of proxy representation. A proxy representative shall
produce a dated proxy document or otherwise in a reliable manner demonstrate
his/her right to represent the shareholder. If a shareholder participates in the
General Meeting by means of several proxy representatives representing the
shareholder with shares at different securities accounts, the shares by which
each proxy representative represents the shareholder shall be identified in
connection with the registration for the General Meeting.

Possible proxy documents should be delivered in originals to the address
Elektrobit Oyj, Yhtiökokous, Tutkijantie 8, 90590 Oulu, Finland, before the end
of the registration period.

4. Advance voting

Shareholders, who have a Finnish book-entry account, may vote in advance on
certain items on the agenda of the General Meeting through the company's website
between 10.00 a.m. on 17 February 2012 and 10.00 a.m. on 21 March 2012. A
shareholder voting in advance will not be able to use his/her right according to
the Companies Act to request information or a vote, and if matters on the agenda
have changed after the beginning of the advance voting period his/her
possibility to vote on such items may be restricted, unless he/she is present in
the General Meeting in person or by way of proxy representation. The conditions
and instructions relating to the electronic advance voting are available on the
company's website at www.elektrobit.com. The shareholder's book-entry account
number is required for advance voting.

5. Other information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with respect
to the matters to be considered at the meeting.

On the date of this notice to the General Meeting 16 February 2012, the total
number of shares and votes in Elektrobit Corporation is 129,412,690.


Oulu, February 16, 2012

EB, Elektrobit Corporation
The Board of Directors

Jukka Harju
CEO
Tel. + 358 40 344 5466

Päivi Timonen
Chief Legal Officer, Elektrobit Corporation
Tel. + 358 40 344 2794

Distribution:
NASDAQ OMX Helsinki
Principal media

EB, Elektrobit Corporation

EB creates advanced technology and turns it into enriching end-user experiences.
EB is specialized in demanding embedded software and hardware solutions for
wireless and automotive industries. The net sales for the year 2011 totaled MEUR
162.2. Elektrobit Corporation is listed on NASDAQ OMX Helsinki.
www.elektrobit.com


[HUG#1586388]

Attachments:

Elektrobit Corporation Invitation to AGM 2012.pdf