2013-02-19 07:00:00 CET

2013-02-19 07:00:35 CET


REGULATED INFORMATION

English
Elektrobit Oyj - Notice to general meeting

NOTICE TO THE GENERAL MEETING OF ELEKTROBIT CORPORATION


STOCK EXCHANGE RELEASE
Free for publication on February 19, 2013 at 8.00 am (CET+1)
NOTICE TO THE GENERAL MEETING OF ELEKTROBIT CORPORATION

Notice  is given  to the  shareholders of  Elektrobit Corporation  to the Annual
General  Meeting  to  be  held  on  Thursday  April 11, 2013 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 2012

- 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 that the  Annual General Meeting resolve to pay
EUR  0.01 per  share  as  dividend  based  on  the adopted balance sheet for the
financial  period of January  1, 2012 - December 31, 2012. The  dividend will be
paid  to the  shareholders who  are registered  as shareholders in the company's
register  of shareholders as maintained by Euroclear Finland Ltd on the dividend
record  date, Tuesday, April 16, 2013. The Board  of Directors proposes that the
dividend be paid on Tuesday, April 23, 2013.

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 49.9 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 49.9 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 49.9 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 26
March 2012 to decide on the repurchase of the company's own shares.

The authorization is effective until 30 June 2014.

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 26
March  2012 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 2014.

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 18 March 2013.
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 25 April 2013, 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  Thursday  28 March  2013 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  Monday 8 April 2013 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 19 February 2013 at
8.00 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 Thursday 28
March  2013 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  Monday 8 April  2013 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. 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 19 February 2013, the total
number of shares and votes in Elektrobit Corporation is 129,412,690.

Oulu, February 19, 2013

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
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 from continuing operations in
2012 totaled   MEUR  185.4. Elektrobit  Corporation  is  listed  on  NASDAQ  OMX
Helsinki. www.elektrobit.com


[HUG#1679188]