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2010-02-23 14:50:00 CET 2010-02-23 14:50:20 CET REGULATED INFORMATION Elcoteq - Company AnnouncementDecisions Of Elcoteq SE's Extraordinary General MeetingElcoteq SE Stock Exchange Release February 23, 2010 at 3.50 pm (EET) The Extraordinary General Meeting (EGM) of the shareholders of Elcoteq SE held today, on February 23, 2010, in Luxemburg, was convened to decide on actions supporting the execution of balance sheet restructuring and equity project. On the agenda were, among other items, Board of Directors proposals to reduce the par value of shares and to increase the authorised share capital. The Board of Directors made its proposal to the EGM prior to the recent positive development in the Company´s equity. In light of the strenghtening of balance sheet, the EGM deemed that the size of the proposed authorisation to increase the share capital up to EUR 200,000,000 was too high and the decrease of the par value of shares is not needed. As a result of the above mentioned, EGM decisions were as follows: The proposals to decrease the share capital of the Company from its current amount of EUR 8,944,874 and to decrease the current par value of A-shares (EUR 0.40) and of K-shares (EUR 0.04) were rejected. To increase the authorised share capital of the Company from its current amount of twenty million euros (EUR 20,000,000) up to forty million euros (EUR 40,000,000) and accordingly amendment of article 21 of the articles of association of the Company; To authorise the Board of Directors to issue new shares and convertible debts instruments within the authorised share capital of the Company without reserving the existing shareholders a preferential subscription right, up to an amount of twelve million euros (EUR 12,000,000) of the authorized share capital which corresponds to in maximum 30,000,000 new A-shares; To authorise the Board of Directors to issue new shares and convertible debts instruments within the remainder of the authorized share capital of nineteen million fifty-five thousand one hundred twenty-six Euros (EUR 19,055,126) with respecting the existing shareholders preferential subscription right which corresponds to in maximum approximately 47,000,000 new A-shares, and to amend the proposed new article 22 accordingly; To delete from the Company's articles of association the right of a shareholder to request a redemption of shares in case of a change or changes in the ownership of the Company resulting in a shareholder holding more than thirty-three and one third (33 1/3) percent or, as the case may be, fifty (50) percent of the shares in the Company resulting in corresponding deletion of articles 98, 99, 100, 101, 102, 103, 104, 105, 106, 107, 108, 109, 110, 111, 112, 113 and 114 of the Company's articles of association; To change the date of the Annual General Meeting of the shareholders from 23 March to 28 April each year and accordingly amendment of article 54 of the articles of association of the Company; and The Company's articles of association were restated in order to reflect these changes voted upon at the EGM of the shareholders of the Company. ELCOTEQ SE Satu Jaatinen Communications Manager Further information: Markus Kivimäki, SVP, Legal Affairs, tel. +358 10 413 1248 About Elcoteq Elcoteq SE is the global Life Cycle Service 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, 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 2008 totaled 3.4 billion euros and it employs approximately 11,000 persons. Elcoteq SE is listed on the Nasdaq OMX Helsinki Ltd. For more information visit the Elcoteq website at www.elcoteq.com. [HUG#1387511] |
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