An extraordinary general meeting of Elcoteq Network Corporation was held in Helsinki on September 27, 2005. The meeting decided to change the company form from a public limited company (plc) to a European Company (SE, Societas Europaea). The meeting also decided to amend the articles of association required by the change of company form. From October 1, 2005 the company’s new name will be Elcoteq SE.

Change of company form to European Company

The general meeting decided to change the company form from Elcoteq Network Corporation, a public limited company (plc) to a European Company (SE) under the Conversion Plan signed by the Board of Directors of Elcoteq Network Corporation on October 8, 2004 and published and registered in the Trade Register on October 14, 2004.

Amendment of articles of association and change of company name

The meeting decided to amend the articles of association required by the change of company form. It was decided to amend §1 and §8 in the manner described below, and in addition to add a new article, §7, as a result of which the subsequent articles will be renumbered.

In the Conversion Plan registered in the Trade Register, the proposed new name of the company is "Elcoteq Network SE". The meeting decided to approve the proposal of the Board of Directors that the company's name be changed not as in the Conversion Plan but in the manner presented below.

"§1 Company name and registered office"
The name of the company is Elcoteq SE. The company's registered office is in Lohja, Finland.

"§7 Company's administrative structure"
The company shall have a one-tier administrative structure comprising a general meeting of shareholders and the company's Board of Directors.

"§8 Board of Directors"
A Board of Directors comprising no less than four (4) and no more than eight (8) ordinary members elected by a General Meeting shall be responsible for the management of the company and the appropriate organization of its operation.

The term of office of members of the Board of Directors shall last until the close of the first Annual General Meeting following their election.

The Board of Directors shall elect from among its members a Chairman and a Deputy Chairman. The Board of Directors shall form a quorum if more than half of its members are present at a meeting. Matters shall be decided by a simple majority of votes. In the event of a tied vote, the Chairman's vote is decisive.

The Board of Directors shall convene at least every three months to review the progress and foreseeable development of the SE's business.

The decisions of the meeting were unanimous.

Copies of the Board of Directors' proposal to the EGM, the Conversion Plan, the proposed new Articles of Association, the Board's report, and the statement of an independent expert on the change of company form, are available on the company's website.

CEO’s presentation on conversion into a European Company

In his address at the extraordinary general meeting, President and CEO Jouni Hartikainen described the background to the decision to convert the company into a European Company and its impact on Elcoteq’s operations.

Conversion into a European Company, he said, is part of Elcoteq’s globalization strategy the purpose of which is to improve the company’s global competitiveness. The new corporate form will have no impact on the company’s domicile, the location of its head office, the employment contracts of its personnel or the company’s tax status. Nor will it affect the position of shareholders.

Mr Hartikainen also reminded the meeting of the task assigned to the Board of Directors and the CEO by the Annual General Meeting in 2003 to establish if the company could gain any advantage if its place of listing, the location of its head office or the company’s domicile were to be somewhere else than in Finland. This work will continue.

On September 28, 2005 Elcoteq will hold a conference in Budapest at which Elcoteq’s management will discuss the conversion into a European Company and the start-up of the European office for the company’s geographical area Europe. In addition to Hungary’s Minister of the Economy Janos Kóka, this occation will be attended by other leading political and business figures from Hungary as well as representatives of the international media.

The establishment of new offices close to the end-markets of customers’ products supports Elcoteq’s internationalisation strategy. Over the past year the company has started up manufacturing plants in Brazil and India as well as setting up a new international office in Zug, Switzerland, and a European office for GA Europe in Budapest, Hungary. The company’s new manufacturing plant in St. Petersburg, Russia will be inaugurated on October 7, 2005. The plant will be opened by Matti Vanhanen, Prime Minister of Finland, and Valentina Matvienko, Governor of St. Petersburg.