Elcoteq Network Corporation's Annual General Meeting took place in Helsinki, Finland, on March 26, 2003. The meeting confirmed the consolidated and parent company's income statements and balance sheets for the financial year 2002 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year. The meeting also approved the Board's proposal to distribute a dividend of 0.40 euros per share on the financial year January 1 - December 31, 2002.

Composition of the Board of Directors

The meeting elected seven members to the Board of Directors. The following were re-elected: President Martti Ahtisaari; Mr Heikki Horstia, Vice President, Treasurer, Wärtsilä Corporation; Dr Eero Kasanen, Rector of the Helsinki School of Economics and Business Administration; Mr Henry Sjöman; Mr Juha Toivola, MSc; and Mr Jorma Vanhanen. Elcoteq's principal shareholder Mr Antti Piippo was elected to the Board as its new member. The terms of office of the Board members extend until the end of the following Annual General Meeting.

Convening after the Meeting, the Board of Directors elected Antti Piippo as its Chairman and Juha Toivola as the Deputy Chairman. The Board of Directors elected Juha Toivola as Chairman and Martti Ahtisaari, Heikki Horstia and Eero Kasanen as members of the Review and Compensation Committee. Antti Piippo was elected as Chairman of the Working Committee and Henry Sjöman, Jorma Vanhanen, Juha Toivola and Lasse Kurkilahti as its other members.

The Board members, excluding the principal shareholders, will be paid an annual fee of EUR 25,213. Sixty percent of this fee will be paid in cash and forty percent in shares; with respect to the latter payment, each member of the Board will acquire Elcoteq shares between April 28 and May 9, 2003 within the limits set by the company's insider rules. The acquired shares may not be surrendered before the following Annual General Meeting unless the individual's membership of the Board ends earlier.

Auditor

The firm of authorized public accountants KPMG Wideri Oy Ab under the supervision of principal auditor Mr Mauri Palvi (APA) continues as the company's auditors.

Dividend

The Meeting decided to pay a dividend of 0.40 euros per share. The dividend will be paid to shareholders who are registered on the record date, March 31, 2003, in the company's shareholder register maintained by the Finnish Central Securities Depository Ltd. The dividend payment date is April 7, 2003.

Authorization

The Meeting also approved the Board's proposal presented in the Invitation to the Meeting (stock exchange notice, March 5, 2003) that the Board be authorized to float one or several convertible bond loans and/or to issue stock options and/or to raise the share capital in one or several installments through a rights issue. The authorization is in force for one year from the Meeting's decision, i.e. until March 26, 2004.

Board and Management assigned to assess how internationalization will continue

On the proposal of principal shareholder Henry Sjöman, the AGM assigned the Board of Directors and the CEO to establish by the end of 2003 the pros and cons related to the following questions:

  • What stock exchanges Elcoteq's shares should be listed on
  • Where the Company's head office should be situated
  • Where the Company should be domiciled.

Convening after the AGM, the Board considered Mr Sjöman's proposal and decided to initiate the measures requested.

The Meetings decisions were carried unanimously.