EXHIBIT 99.1
EIMO OYJ STOCK EXCHANGE RELEASE 11.3.2002 AT 8.30 1(12)
NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND THE PROPOSALS OF THE
BOARD OF DIRECTORS
Notice is hereby given to the shareholders of Eimo Oyj of the Annual General
Meeting to be held at 10:00 am on Monday, 15 April 2002. The meeting will be
held at hotel Kauppahotelli Grand, address Vapaudenkatu 23, 15140 Lahti,
Finland.
THE ANNUAL GENERAL MEETING SHALL CONSIDER THE FOLLOWING MATTERS:
1. The matters specified in Article 11 of the Articles of Association;
2. Proposal by the Board of Directors to amend Articles 1 and 4 of the Articles
of Association (Appendix 1);
3. Proposal by the Board of Directors to authorize the Board of Directors to
resolve to increase the share capital (Appendix 2);
4. Proposal by the Board of Directors to authorize the Board of Directors to
resolve to issue warrants to key personnel (Appendix 3);
5. Proposal by the Board of Directors to authorize the Board of Directors to
resolve to repurchase Eimo shares (Appendix 4); and
6. Proposal by the Board of Directors to authorize the Board of Directors to
resolve to dispose of Eimo shares held by the company (Appendix 5)
DOCUMENTS REQUIRED BY COMPANIES ACT
The documents constituting the financial statements and the above mentioned
proposals by the Board of Directors as well as auditor's statements will be
available for public review at the head office of the Company during one week
before the Annual General Meeting of Shareholders at Norokatu 5, 15170 Lahti,
Finland, and they will be sent to shareholders upon request, and be available at
the Meeting. Certain documents also will be available from the Company's website
at www.eimo.com prior to the Annual General Meeting.
------------
PAYMENT OF DIVIDEND
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.04 (four euro cents) per share be paid from past financial years'
earnings. The dividend will be paid to shareholders registered in the Register
of Shareholders of the Company maintained at the Finnish Central Securities
Depository Ltd. on the record date. The record date for such dividend to be 18
April 2002 and the payment date to be 25 April 2002.
2 (12)
RIGHT TO ATTEND AND VOTE AT THE MEETING
In order to attend and have a right to vote at the Meeting, a shareholder (1)
must be registered in the shareholder register of Eimo maintained by the Finnish
Central Securities Depository Ltd., on April 5, 2002, and (2) must give a prior
notice to attend the Meeting to Eimo by 4.00 p.m. (Finnish Time) on April 10,
2002.
REGISTRATION IN THE REGISTER OF SHAREHOLDERS
Shareholders who hold their shares under a name of a nominee must contact their
bank, broker or other custodian to be temporarily recorded in the Register of
Shareholders so that the recording is effective on April 5, 2002.
PRIOR NOTICE TO ATTEND
In order to attend and have a right to vote at the Meeting, a prior notice to
attend the Meeting must be given to Eimo / Ms. Eija Salminen, by (1) telephone
+358-3-8505 445 (from Monday to Friday excluding holidays between 10:00 a.m. to
4:00 p.m. Finnish time), (2) by facsimile +358-3-8505 405, (3) by e-mail to
eija.salminen@eimo.com, or (4) by mail to the following address: Eimo Oyj, POB
104, 15101 Lahti, Finland. Regardless of the method utilized, the notice must
arrive at the Company by 4.00 p.m. (Finnish time) on April 10, 2002 at the
latest.
ADVANCE DELIVERY OF PROXIES
Possible proxies for representing a shareholder at the Meeting must arrive at
the Company by 4:00 p.m. (Finnish time) on April 10, 2002 at the latest.
Lahti, 8 March 2002
EIMO OYJ
BOARD OF DIRECTORS
ADR HOLDERS
Registered holders of American Depositary Shares representing Eimo shares, will
receive proxy material from Citibank, N.A., the depositary, which will include
instructions on the process of attending the Meeting in person or by proxy. If
American Depositary Shares are registered in the holder's name directly, and are
in the holder's possession, the holder should receive material by March 27,
2002. If such holder does not receive material by March 27, 2002, the holder
should contact Citibank, N.A., the depositary, at 1-877-CITI-ADR
(1-877-248-4237). If American Depositary Shares are held through a bank, broker,
or custodian, a holder should contact his/her bank, broker, or custodian
directly.
3 (12)
This release includes statements that constitute forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. This information involves risks and uncertainties that could
cause actual results to differ materially from the forward-looking statements.
For certain information regarding these risks and uncertainties, reference is
made to Eimo's Registration Statement on Form F-4 filed with the United States
Securities and Exchange Commission on July 13, 2001 (copies of the prospectus
from such registration statement are available from Eimo upon written request).
Further information:
Elmar Paananen, Vice Chairman, IR +358-500-503 865
DISTRIBUTION:
HEX Helsinki Exchange
Press
APPENDICES:
Appendix 1: Proposal by the Board of Directors to amend Articles 1 and 4 of the
Articles of Association
Appendix 2: Proposal by the Board to authorize the Board of Directors to
resolve to increase the share capital
Appendix 3: Proposal by the Board to authorize the Board of Directors to
resolve to issue warrants to key personnel
Appendix 4: Proposal by the Board to authorize the Board of Directors to
resolve to repurchase Eimo shares
Appendix 5: Proposal by the Board to authorize the Board of Directors to
resolve to dispose Eimo shares held by the company
4 (12)
APPENDIX 1
PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND ARTICLES 1 AND 4 OF THE ARTICLES OF
ASSOCIATION
The Board proposes Article 1 to be amended as hereinbelow set forth to include
the name of the Company in English.
The Board proposes that Article 4 be amended to provide for only one class of
shares. At the last extraordinary shareholders' meeting, all Eimo Series K
shares - which carried additional voting rights - were converted into Series A
shares. Consequently, Eimo Oyj currently has only one class of share
outstanding, namely Series A shares. In its current form, Article 4 provides for
two classes of shares and the procedure to convert Series K shares to Series A
shares. The following proposal regarding Article 4 deletes all reference to
Series K shares thereby eliminating the possibility of issuing Series K in the
future. Such proposal also simplifies Article 4 by way of referring to all of
the outstanding shares of the company as "shares" instead of "Series A shares".
The Board proposes that the General Meeting resolve to replace current Articles
1 and 4 of the Articles of Association to read as follows:
"ARTICLE 1
Business Name and Domicile
The business name of the Company is Eimo Oyj, in English the name of the Company
shall be translated as `Eimo Corporation.' The Company is domiciled in Lahti,
Finland."
"ARTICLE 4
Shares
The number of authorized shares in the company is no less than 40,000,000 shares
and no more than 160,000,000 shares."
5 (12)
APPENDIX 2
PROPOSAL BY THE BOARD TO AUTHORIZE THE BOARD OF DIRECTORS TO RESOLVE TO INCREASE
THE SHARE CAPITAL
The Board anticipates that during the next year the business of Eimo may develop
in ways which would enable or require Eimo to issue shares as a financing
instrument. Newly issued shares may, for example, be used to finance
acquisitions.
The Board proposes to the Annual General Meeting that the General Meeting
authorize the Board of Directors to increase the Company's share capital
pursuant to Chapter 4, Section 1 of the Companies Act:
a) by issuing new shares; and/or
b) by issuing convertible bonds, in each case, in one or more issues.
The terms and conditions of the proposed authorization are as follows:
1. Based on the authorization, the Board will be authorized to increase the
share capital of the Company by a maximum of EUR 3,125,000 by way of offering
for subscription shares and/or bonds convertible into Company shares in an
aggregate total maximum amount of 12,500,000 new Eimo shares, each with an
accounting counter value of EUR 0.25.
The Company's share capital may be increased in one or more lots in a manner
whereby the aggregate increase of the share capital and aggregate number of
votes attached to the shares to be issued in the new issue and/or in connection
with the issuance of convertible bonds and/or in connection with warrants issued
under this authorization and together under the authorization for the Board of
Directors to resolve to issue warrants to key personnel as proposed hereunder in
Appendix 3 as well as any and all prior authorizations together may correspond
to a maximum of one-fifth (1/5) of the registered share capital and the
aggregate number of votes attached to the shares at the time of authorization
decision of the General Meeting of the Shareholders and the decision of the
Board of Directors to increase the share capital.
2. The Company's Board of Directors is entitled to decide who shall have the
right to subscribe for new shares in a new issue and/or who shall have the right
to subscribe for convertible bonds. The new shares, but not the convertible
bonds, may be subscribed by using property given as subscription in kind or
otherwise on certain terms.
3. The new shares to be issued in a new issue and/or upon conversion of
convertible bonds may be offered for subscription in deviation from the
shareholders' pre-emptive subscription rights pursuant to Chapter 4, Section 2
of the Companies Act if the deviation is justified because of important
financial grounds, such as the financing of an acquisition or another
arrangement.
6 (12)
4. The Company's Board of Directors is entitled, in a share subscription by way
of a new issue and/or in connection with the issuance of a convertible bond, to
decide on the basis on which the subscription price shall be determined and on
the subscription price provided that the subscription price per share may not be
less than the EUR 0.25 accounting counter value of shares.
5. The Company's Board of Directors is entitled within the limits set forth in
the Companies Act to decide on all other matters and provisions related to a new
issue and/or convertible bonds.
6. This authorization shall be effective for a period of one year but not later
than the next Annual General Meeting of Shareholders.
7 (12)
APPENDIX 3
PROPOSAL BY THE BOARD TO AUTHORIZE THE BOARD OF DIRECTORS TO RESOLVE TO ISSUE
WARRANTS TO KEY PERSONNEL
The aim of the proposal is to increase the total number of warrants available
for issuance, mainly to provide incentives for newly recruited personnel. The
terms below - are substantially similar to the terms of the existing B and C
warrants of the current 2001 warrant program.
The Board of Directors of Eimo Oyj proposes that the General Meeting authorize
the Board of Directors to resolve to decide upon the issuance of warrants to the
Company's key personnel under the terms and conditions set forth below:
The aggregate increase of the company's share capital and aggregate number of
votes attached to the shares to be issued under this Board of Directors'
authorization to issue warrants together with the authorization of the Board of
Directors to resolve to increase the share capital as proposed above in Appendix
2 as well as any and all prior authorizations together may correspond to a
maximum of one-fifth (1/5) of the registered share capital and the aggregate
number of votes attached to the shares at the time of authorization decision of
the General Meeting of the Shareholders and the decision of the Board of
Directors to increase the share capital. This authorization shall be effective
for a period of one year but not later that the next Annual General Meeting of
Shareholders.
TERMS AND CONDITIONS OF WARRANTS
1. Number of Warrants
The Company will issue a maximum of 350,000 warrants entitling the holders to
subscribe for 350,000 Eimo Oyj shares with an accounting counter value of EUR
0.25 each. One warrant entitles its holder to subscribe for one share.
2. Warrants
Of the warrants, 150,000 will be marked with the letter "B" and 200,000 will be
marked with the letter "C". The Company will notify each participant in writing
of its offer to grant warrants. The warrants shall be issued in a book-entry
system.
3. Offering
The warrants will be offered to the management of Eimo and its subsidiaries (the
"Eimo Group") and other key Eimo personnel. In order to extend the offering
period or to procure tax benefits to Eimo or members of the Eimo Group, the
Board may also offer warrants to a fully owned Eimo subsidiary, with the express
condition that such warrants will only be exercisable if later transferred to
Eimo Group personnel by decision of the Eimo Oyj Board of Directors. It is
proposed that shareholders' pre-emptive rights to the share
8 (12)
subscription be disabled since the warrants are intended as part of the
incentive program for key Eimo personnel. This authorization shall be effective
for a period of one year but not later than the next Annual General Meeting of
Shareholders.
4. Distribution of Warrants
The warrants will be granted in accordance with decisions of the Board of
Directors.
5. Transfer of Warrants and Obligation to Offer Warrants
Warrants are freely transferable when the subscription period for the relevant
warrants has started. The Board of Directors may, if it determines it advisable
to do so, give permission for the transfer of the warrants before the
subscription period has started.
Should a warrant holder cease to be employed by Eimo Oyj or another member of
the Eimo Group before 1 June 2004 for any other reason than retirement or death,
such person will be obliged without delay to offer to surrender to the Company
for no consideration payable by, and at no cost to, the Company those warrants
for which the share subscription period referred to in Section II.2 below had
not yet commenced on the last day of such person's employment.
Should a participant cease to be employed by Eimo Oyj Group because of
retirement or death, warrants that become transferable according to Section I.5
and Section II.2 more than two years after the retirement or death, must be
immediately offered back to the Company for no consideration payable by, and
also at no cost to, the Company. Company shall have the right to transfer the
warrants under obligation to be offered back to the Company to a book-entry
account indicated by the Company from the warrant holder's book-entry account.
In special circumstances, the Board of Directors can grant an exception to the
above mentioned obligations.
(1) II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION
1. Right to Subscribe for New Shares
Each warrant will entitle its holder to subscribe to one (1) Eimo Oyj share with
an accounting counter value of EUR 0.25. Pursuant to the share subscriptions the
number of shares can increase by a maximum of 350,000 new shares and the share
capital of Eimo Oyj by a maximum of EUR 87,500.
2. Share Subscription and Payment
The period for the subscription of the shares will commence on:
Warrant B 1 June 2003
Warrant C 1 June 2004
The share subscription period for all the warrants will end on 31 May 2006.
9 (12)
Shares can be subscribed at the Company's head office in Lahti, Finland or at a
place later indicated by the Company. The warrants will be surrendered and
payment of shares subscribed will be required upon subscription.
3. Subscription Price
The share subscription price will be EUR 2.66 minus any dividends paid per share
after May 2002 but before the commencement of the applicable subscription period
of each warrant.
4. Registration of Shares
Shares subscribed for and fully paid will be registered in the subscriber's
book-entry account.
5. Shareholder Rights
Shares issuable upon the exercise of a warrant will be eligible for dividends
with respect to the financial year in which the share subscription takes place
if the increase in share capital is registered before the record date for the
payment of the dividend. Other shareholder rights commence on the date on which
the share subscription is entered in the Trade Register.
6. Issue of Shares, Convertible Bonds and Warrants before Share Subscription
Should the Company, before the commencement of the share subscription period,
increase its share capital through the issuance of new shares, or the issuance
of new convertible bonds or warrants, the holders of the warrants will have the
same or equal rights as the shareholders to participate in such share capital
increase. Equality will be implemented so that the number of shares to be
subscribed to, the share subscription prices, or both, will be amended.
Should the Company, before the commencement of the share subscription period,
increase the share capital through a bonus issue, the share subscription ratio
will be amended so that the ratio to the share capital of shares to be
subscribed for by virtue of the warrants remains unchanged. Should the new
number of shares which may be subscribed for upon the exercise of an individual
warrant would otherwise include a fraction of a share, the fraction will be
taken into account by lowering the share subscription price.
7. Rights of Holders of Warrants in Certain Cases
Should the Company, before the commencement of the share subscription period,
reduce its share capital, the right to the share subscription of the holders of
the warrants will be correspondingly amended in the manner specified in the
resolution to reduce the share capital. Should the Company, before the
commencement of the share subscription period, be placed into liquidation, the
holders of the warrants will be given the right to subscribe for shares during a
period prior to the commencement of the liquidation prescribed by the Board of
Directors.
10 (12)
Should the Company resolve to merge with another Company or with a Company to be
formed or should the Company resolve to be divided, the holders of the warrants
will be given the right to subscribe for shares during a period prior to the
merger or the division, prescribed by the Board of Directors. After that period,
no rights to subscribe shares will remain.
Should the Company make a resolution to acquire its own shares, this will have
no effect on the legal position of the warrant holders.
Should a shareholder have a right or an obligation to redeem shares of other
shareholders in accordance with Finnish law by virtue of the size of its
shareholding, the warrant holder will have a right equal with the shareholders'
right to sell the warrants to the shareholder who has a right to redeem the
shares.
Should the accounting counter value of the shares be altered so that the share
capital remains unchanged, the terms and conditions of the warrants and the
terms and conditions of share subscriptions will be amended so that the
aggregate counter value of shares to be subscribed for and the aggregate share
subscription price remain unchanged.
Should the Company be changed from a public limited company into a private
limited Company, the terms and conditions of the warrants will not be affected.
8. Settlement of Disputes
Disputes arising out of these warrants will be settled by arbitration in
Helsinki, Finland in accordance with the Arbitration Rules of the Finnish
Central Chamber of Commerce. The disputes will be resolved according to Finnish
law.
9. Other Matters
The Board of Directors may provide for the transferability of the warrants in
the book-entry system at such date as it may authorize and may make all
resulting technical amendments to the terms and conditions of the warrants to
provide for such transferability (or limits thereon). The Board of Directors may
also decide on other matters relating to the warrants. The documentation
concerning the warrants may be viewed at the Company's head office in Lahti,
Finland.
11 (12)
APPENDIX 4
PROPOSAL BY THE BOARD TO AUTHORIZE THE BOARD OF DIRECTORS TO RESOLVE TO
REPURCHASE EIMO SHARES
The Board of Directors of Eimo Oyj proposes to the Annual General Meeting that
the General Meeting would authorize the Board of Directors to decide, subject to
the provisions set forth in paragraphs 1-7 below, to repurchase the Company's
own shares pursuant to Chapter 7, Section 1 of the Companies Act.
The terms and conditions of the authorization are the following:
1. The Company may repurchase the shares only with its distributable assets.
2. The number of purchased shares and of the shares which the Company or its
subsidiaries otherwise hold shall not exceed 3,250,000 shares, which corresponds
to less than 5 per cent of the share capital of the company.
3. The shares shall be acquired through public trading on such exchanges the
rules of which entitle companies to trade with their own shares. The purchase
price for the shares would be paid to the sellers in accordance with the rules
of the respective exchange and other applicable regulations.
4. The shares can be purchased otherwise than in proportion to the holdings of
the shareholders.
5. The shares acquired may be used to finance or carry out acquisitions and
other arrangements or to be otherwise further transferred or disposed of, or to
be cancelled.
6. The Board is entitled to decide upon all other matters in relation to the
purchase of own shares.
7. This authorization shall be effective for a period of one year but not later
than the next Annual General Meeting of Shareholders.
12 (12)
APPENDIX 5
PROPOSAL BY THE BOARD TO AUTHORIZE THE BOARD OF DIRECTORS TO RESOLVE TO DISPOSE
EIMO SHARES HELD BY THE COMPANY
The Board of Directors of Eimo Oyj proposes to the Annual General Meeting that
the General Meeting would authorize the Board of Directors to decide, subject to
the provisions set forth in paragraphs 1-5 below, to dispose of the Company's
own shares pursuant to Chapter 7, Section 7 of the Companies Act.
The terms and conditions of the authorization are as follows:
1. A maximum of 3,250,000 own shares may be disposed of in one or more lots.
2. The authorization includes the right to decide to whom and in which order the
shares shall be disposed. The Board is entitled to decide to dispose of Eimo
shares held by the Company otherwise than in proportion to the shareholders'
pre-emptive right to acquire the shares provided that the deviation is justified
by virtue of an important financial reason of the Company, such as the financing
and/or execution of an acquisition or another transaction.
3. The Company's own shares may be disposed of as consideration in connection
with acquisitions or other transactions, or otherwise when the interest of the
Company so requires. Additionally, Eimo shares held by the Company may otherwise
be disposed of by selling them in public trading on the Helsinki Stock Exchange
for the current market price at the time of the disposal.
4. The Board of Directors is entitled to decide upon the disposal price and upon
the grounds and the basis on which the disposal price shall be determined, as
well as upon all other matters in relation to the disposal of the shares held by
the Company. Furthermore, the authorization includes the right to dispose of
Eimo shares held by the Company for payment in kind.
5. This authorization shall be effective for a period of one year but not later
than the next Annual General Meeting of Shareholders.