Elektrobit Oyj - Notice to general meeting

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

STOCK EXCHANGE RELEASE

Free for publication on February 17, 2011, at 8.00 a.m. (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 31 March 2011 at 1 p.m. 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 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 by the Board of Directors and
the Auditor's report for the year 2010
- 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 50.0 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 members of the Board of Directors 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 members of the Board of Directors are also
entitled  to  remuneration  for  attending  Board  meetings  of  other companies
belonging to the Elektrobit Group, Ltd 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 traveling compensation policy.
11. Resolution on the number of members of the Board of Directors
Shareholders  who represent  approximately 50.0 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 50.0 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
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 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 25
March 2010 to decide on the repurchase of the company's own shares.
The authorization is effective until 30 June 2012.
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 25
March  2010 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 2012.
17. Decision making order
18. Closing of the meeting
B.  DOCUMENTS OF THE GENERAL MEETING
The  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, the  report of the board of directors
and  the auditor's report of Elektrobit Corporation, are available on the above-
mentioned  website no later  than 4 March 2011. The  proposals for decisions and
the other above-mentioned documents are also available at the meeting. Copies of
these  documents and of this  notice will be sent  to shareholders upon request.
The  minutes of the meeting will be  available on the above-mentioned website as
from 14 April 2011.
C.  INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders' register
Each  shareholder,  who  is  registered  on  21 March  2011 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  Monday  28 March  2011 by 10.00 a.m. by giving a prior
notice of participation, which shall be received by the company no later than on
the above-mentioned date. 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 a.m. and 4 p.m.
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  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.

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 the record
date  of the general meeting, i.e. on Monday 21 March 2011, 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  by Monday 28 March 2011 by 10 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
necessary instructions regarding the registration in the temporary shareholder's
register of the company, 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 the participation in the general
meeting can also be found 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  at  the general meeting. 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.

4. Other instructions and 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 17 February 2011, the total
number  of shares in Elektrobit Corporation and votes represented by such shares
is 129,412,690.


Oulu, 17.2.2011

EB, Elektrobit Corporation
The Board of Directors

Further information:

Jukka Harju
CEO
Tel. + 358 40 344 5466

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


Distribution:
NASDAQ OMX Helsinki Oy
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 2010 totaled MEUR
161.8. Elektrobit      Corporation      is      listed     on     NASDAQ     OMX
Helsinki.www.elektrobit.com



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