Options and Authorizations

Option Rights

• The Annual General Meeting of March 17, 2005 decided to authorize the Board of Directors to issue option rights. By virtue of the authorization the Board of Directors granted 4,500,000 option rights to the company's management and Elektrobit's fully owned subsidiary serving as a reserve company in the stock option scheme. Subscriptions made by virtue of the 2005 option rights may increase the share capital of Elektrobit Corporation by a maximum of EUR 450,000 and the number of shares by a maximum of 4,500,000.
• The Annual General Meeting held on March 15, 2006 decided that option rights with a commitment to shareholding be granted to Elektrobit Corporation's new directors. The number of option rights granted totals 1,750,000, of which 750,000 were granted to the Chairman of the Board and 1,000,000 were granted to the CEO. Subscriptions made by virtue of the said option rights might increase the share capital of Elektrobit Corporation by a maximum of EUR 175,000 and the number of shares by a maximum of 1,750,000 new shares.
• The Annual General Meeting held on March 14, 2008 authorized the Board of Directors to resolve on the issuance of shares and of stock options and other special rights entitling to shares referred to in chapter 10, section 1 of the Companies Act as follows:
  • The aggregate number of shares issued on the basis of the authorization may not exceed 25,000,000 shares, which represents approximately 19.32 per cent of all the current shares of the company.
  • The Board of Directors is authorized to resolve on all the terms and conditions concerning the issuance of shares and of special rights entitling to shares.
  • The authorization concerns both the issuance of new shares and the transfer of treasury shares. Issuance of shares and of special rights entitling to shares can be carried out in deviation from the shareholder's pre-emptive rights (directed issue).
  • The authorization is effective until 30 June 2009.
    
• The Annual General Meeting held on March 14, 2008 approved a proposal by the Board of Directors to issue stock options to key personnel of the Elektrobit Group as follows:
  • There is a weighty financial reason for the company to issue stock options since the stock options are intended for use as part of the incentive and commitment program for key personnel.
  • The maximum total number of stock options shall be 4,200,000, of which 1,400,000 shall be marked with the symbol 2008A, 1,400,000 shall be marked with the symbol 2008B and 1,400,000 shall be marked with the symbol 2008C.
  • The stock options entitle to subscription of a maximum total of 4,200,000 new shares of the company or treasury shares. The proportion of the shares that can be subscribed using the stock options to be issued will be a maximum total of 3.1 per cent of the company's shares and associated voting rights after a possible share subscription, should new shares be issued in the subscription.
  • The subscription price for the shares to be subscribed based on the stock options shall be based on the prevailing market value of the Elektrobit Corporation share at OMX Nordic Exchange Helsinki Ltd in January 2009, January 2010 and January 2011. The subscription price will be recorded in the fund for invested unrestricted equity.
  • The share subscription period for stock options 2008A shall be 1 April 2012-31 March 2014, for stock options 2008B 1 April 2013-31 March 2015, and for stock options 2008C 1 April 2014-31 March 2016.

The Authorizations of the Board of Directors at the End of the Reporting Period

The Annual Shareholders' Meeting held on March 14, 2007 resolved to authorize the Board of Directors to repurchase shares of the company as follows: The amount of the repurchased own shares shall not be more than 12,500,000 shares, which represents approximately 9.66 per cent of all the shares of 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 determined in public trading on the date of repurchase or otherwise on the market. The Board of Directors shall resolve on how the repurchase of shares is carried out. The repurchase can be carried out by using, among others, derivatives. Shares may be repurchased also otherwise than in proportion to the shares owned by the shareholders of the company (directed repurchase of shares). The authorization is effective until 30 June 2008.

The Annual Shareholders' Meeting held on March 14, 2007 authorized the Board of Directors to resolve on the issuance of shares and stock options and other special rights entitling to shares subject to chapter 10, section 1 of the Companies Act as follows: The aggregate number of shares issued on the basis of the authorization may not exceed 25,000,000 shares, which represents approximately 19.3 per cent of all the shares of the company. The Board of Directors is authorized to resolve on all the terms and conditions concerning the issue of shares and stock options and other special rights entitling to shares. The authorization concerns both the issuance of new shares and transfer of the company's own shares. Issuance of shares and other special rights entitling to shares can be carried out as a directed issue

The Annual General Meeting held on March 14, 2008 resolved to authorize the Board of Directors to repurchase shares of the company as follows:

• The number of repurchased shares shall not exceed 12,500,000 shares, which represents approximately 9.66 per cent of all the shares of the company. Only unrestricted equity of the company can be used to repurchase shares on the basis of the authorization.
• Shares can be repurchased at a price formed in public trading on the date of repurchase or otherwise at a price formed on the market.
• The Board of Directors shall resolve how the repurchase of shares is carried out. The repurchase can be carried out by using, among others, derivatives. Shares may be repurchased in deviation from the shareholder's pre-emptive rights (directed repurchase of shares).
• The authorization is effective until 30 June 2009.

The Annual General Meeting held on March 14, 2008 authorized the Board of Directors to resolve on the issuance of shares and of stock options and other special rights entitling to shares referred to in chapter 10, section 1 of the Companies Act as follows:

• The aggregate number of shares issued on the basis of the authorization may not exceed 25,000,000 shares, which represents approximately 19.32 per cent of all the current shares of the company.
• The Board of Directors is authorized to resolve on all the terms and conditions concerning the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares and the transfer of treasury shares. Issuance of shares and of special rights entitling to shares can be carried out in deviation from the shareholder's pre-emptive rights (directed issue).
• The authorization is effective until 30 June 2009.

The Annual General Meeting held on March 19, 2009 authorized the Board of Directors 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 share-holders (directed repurchase).
• The authorization cancels the authorization given by the General Meeting on 14 March 2008 to decide on the repurchase of the company's own shares.
• The authorization is effective until 30 June 2010.
  
  

The Annual General Meeting held on March 19, 2009 authorized the Board of Directors to decide on the issuance of shares as well as the issuance of options and 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 14 March 2008 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 2010.