Elektrobit Oyj - Notice to general meeting

EB, ELEKTROBIT CORPORATION'S NOTICE TO THE ANNUAL GENERAL MEETING

Stock Exchange Release
Free for publication on January 16, 2010 at 08.00 am (CET+1)

EB, ELEKTROBIT CORPORATION'S NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Elektrobit Corporation to the Annual
General Meeting to be held on Thursday 25 March 2010 at 1 pm at the University
of Oulu, Saalastinsali, 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 pm.


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, Report by the Board of Directors and the
Auditor's report for the year 2009

- Review by the CEO

7. Adoption of the Annual Accounts

8. Deciding 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. Deciding on the discharge of the members of the Board of Directors and the
CEO from liability

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

Shareholders who represent approximately 56.3 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 a 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 Board members are entitled to
compensation for the attended 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 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 traveling compensation policy.

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

Shareholders who represent approximately 56.3 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 56.3 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. Deciding on the remuneration of the Auditor

The Audit and Financial Committee of 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

The Audit and Financial Committee of the Board of Directors proposes to the
General Meeting that Ernst & Young Ltd, Authorized Public Accountant Firm, with
Jari Karppinen, APA, as responsible Auditor, be re-elected Auditor of the
company for a term of office ending at the end of the next Annual General
Meeting following the election.

15. Proposal by the Board of Directors to amend the Articles of Association

The Board of Directors proposes to the General Meeting that Section 7 of the
Articles of Association of the company be amended so that notice to the General
Meeting shall be delivered three weeks before the General Meeting, at the
latest, however no less than 9 days prior to the record date of the General
Meeting.

16. 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 19
March 2009 to decide on the repurchase of the company's own shares.

The authorization is effective until 30 June 2011.

17. Authorizing the Board of Directors to decide on the issuance of shares as
well as the issuance of options and other 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 options and 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 19
March 2009 to decide on the issuance of shares as well as the issuance of
options and other special rights entitling to shares.

The authorization is effective until 30 June 2011.

18. Proposal by the Board of Directors to distribute funds from the share
premium fund

The Board of Directors proposes to the General Meeting that EUR 0.20 per share,
corresponding at the date of the notice to the General Meeting an aggregate
amount of EUR 25,882,538 based on the number of shares, be distributed to the
shareholders from the share premium fund in the parent company's balance sheet
as at 31 December 2009.

The distribution of the share premium fund requires public notice and
registration procedure in accordance with Chapter 14, Sections 3-5 of the
Companies Act. The distributable amount shall be paid after the Finnish National
Board of Patents and Registration has given its consent to the distribution of
the share premium fund which is expected to take place in July 2010, at the
earliest. The Board of Directors proposes that it will be authorized to decide
on the record date and payment date of the distribution as soon as possible
after the consent of the Finnish National Board of Patents and Registration on
the distribution of the share premium fund has been received.

The Board of Directors further proposes that if the company has contrary to the
Board of Directors' proposal in item 8 decided to distribute dividends to the
shareholders, the amount per share to be distributed from the share premium fund
proposed above will be reduced by the amount per share of the distributed
dividend. If the dividend is not determined as dividend per share, the Board of
Directors proposes that the distributed dividend shall be converted to dividend
per share, rounded to the nearest full cent and subtracted from the proposed
amount per share.

The Board of Directors notes that if the General Meeting approves the Board's
proposal regarding the distribution of the share premium fund, the share
subscription right for the option rights 2005B, 2005C, 2005D, 2006A, 2008A and
2008B shall be amended by reducing the share subscription price by the same
amount per share that is distributed from the share premium fund.

There are in total EUR 64,579,391.50 in the parent company's share premium fund
at the date of this notice to the General Meeting and thus the maximum amount of
the decrease of the share premium fund is EUR 64,579,391.50.

The amount of the company's restricted equity (EUR 77,520,660.50) compared to
the company's liabilities (EUR 14,265,420.38) and the needs of the company's
business is larger than needed. The distribution of the share premium fund in
the proposed manner would strengthen the use of the company's assets after which
the company would still have strong equity ratio and excellent liquidity to
further develop the company's operations.

19. Proposal by the Board of Directors to transfer the funds from the share
premium fund to the invested non-restricted equity fund

The Board of Directors proposes to the General Meeting that the share premium
fund in the parent company's balance sheet as at 31 December 2009 be decreased
such that all the funds remaining in the share premium fund after the possible
distribution of the share premium fund referred to in item 18 above shall be
transferred to the company's invested non-restricted equity fund.

If the number of the company's shares does not change between the delivery of
the notice to the General Meeting and the decrease of the share premium fund and
if the General Meeting approves the Board of Directors' proposal in item 18
above regarding the distribution of the funds from the share premium fund by EUR
0.20 per share (in total by EUR 25,882,538), the amount of the decrease of the
share premium fund on the basis of this item is EUR 38,696,853.50.

The decrease of the share premium fund as referred to in this item also requires
public notice and registration procedure in accordance with Chapter 14, Sections
3-5 of the Companies Act. The decrease becomes effective when the procedure has
ended.

The proposed decrease of the share premium fund would lead to a more flexible
capital structure and would enable more efficient use of funds, including
distribution of funds to shareholders without the public notice and registration
procedure referred to in Chapter 14 of the Companies Act.

There are in total EUR 64,579,391.50 in the parent company's share premium fund
at the date of this notice to the General Meeting and thus the maximum amount of
the decrease of the share premium fund is EUR 64,579,391.50.

20. Decision-making order

21. Closing of the meeting


B. DOCUMENTS OF THE GENERAL MEETING

The proposals to the General Meeting relating to the agenda of the General
Meeting as well as this notice are available on Elektrobit Corporation's website
at www.elektrobit.com. Elektrobit Corporation's Annual report, including the
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 the
above-mentioned website no later than 4 March 2010. The proposals to the General
Meeting and the Annual Accounts 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 8 April 2010.


C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration

Each shareholder, who on the record date of the General Meeting, 15 March 2010,
is registered in the company's shareholders' register held by Euroclear Finland
Ltd, has the right to participate in the General Meeting. A shareholder, whose
shares are registered on his/her personal book-entry account, is registered in
the company's shareholders' register.

A shareholder, who wants to participate in the General Meeting, shall register
for the General Meeting no later than 22 March 2010 by 10.00 am by giving a
prior notice of participation. Such notice can be given:

a) by e-mail; yhtiokokous@elektrobit.com
b) by telephone; +358 40 344 3322 or +358 40 344 5425 between 9 am and 4 pm
c) by telefax; +358 8 343 032 or
d) by regular mail to the address Elektrobit Oyj, Yhtiökokous, Tutkijantie
8, 90570 Oulu, Finland.

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

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 General Meeting.

2. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights
at the General Meeting by way of proxy representation.

A proxy representative shall present a proxy document or in another reliable
manner demonstrate his/her right to represent the shareholder. When 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 to the address Elektrobit Oyj,
Yhtiökokous, Tutkijantie 8, 90570 Oulu, Finland, before the last date for
registration.

3. Holders of nominee registered shares

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders' register
of the company, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank. The account operator of the custodian bank
will register a holder of nominee registered shares, who wants to participate in
the General Meeting, to be temporarily entered into the shareholders' register
of the company at the latest on 22 March 2010 by 10.00 am. Temporary
registration into the shareholders' register is deemed as a simultaneous
registration for the General Meeting. Further information on these matters can
also be found on the company's website www.elektrobit.com.

4. Other information

On the date of this notice to the General Meeting 16 February 2010, the total
number of shares in Elektrobit Corporation is 129,412,690 and the total number
of votes is 129,412,690.


Oulu, 16 February 2010
Elektrobit Corporation
Board of Directors


Additional information:

Panu Miettinen
Chief Financial Officer, Elektrobit Corporation
Tel. +358 40 344 5338

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


Distribution:
NASDAQ OMX Helsinki
Main 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 2008 totalled
MEUR 172.3. Elektrobit Corporation is listed on NASDAQ OMX
Helsinki.www.elektrobit.com. <http://www.elektrobit.com/>



[HUG#1384756]