EFORE PLC Stock Exchange Release 1 March 2019 at 9.30
NOTICE OF EFORE PLC’S ANNUAL GENERAL MEETING
Notice is given to the shareholders of Efore Plc of the Annual General Meeting to be held on Thursday, 11 April 2019 at 10.00 a.m. at Quartetto Business Park, Alto building, address Linnoitustie 4 B, 02600 Espoo. Coffee will be served starting at 9.30 a.m. The reception of persons who have registered for the meeting will commence at 9.30 a.m.
Before and after the meeting there is an opportunity to get acquainted with the products of Efore.
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, consolidated annual accounts, the
report of the Board of Directors and the auditor's report for the financial
period 1 January 2018 - 31 December 2018. Review by the CEO
7. Adoption of the annual accounts and consolidated annual accounts
8. Resolution on the use of the result shown on the balance sheet and
resolution on the payment of dividend
The Board of Directors proposes to the Annual General Meeting that the loss of the parent company for the financial period of EUR 11,881,997.78 shall be transferred to the accrued earnings account, and that the Annual General Meeting would resolve not to distribute any dividend to the shareholders for the financial period 1 January 2018 through 31 December 2018.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration and principles of compensation of travel costs of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the remuneration paid to the members of the Board of Directors and the Chairman of the Board of Directors be increased so that the fee of the Chairman would be 3,750 euro per month (in 2018: 3,500 euro) and the fee of other Board members 2,000 euro per months (in 2018: 1,750 euro).
In addition, the Nomination Board proposes that the Board member functioning as Chairman of the Audit Committee be paid 750 euro per month in the upcoming term (in 2018: no separate fee).
In addition, the Nomination Board proposes that travel expenses are payable against receipt.
11. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that four (4) members be elected to the Board of Directors.
12. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes that Tuomo Lähdesmäki, Matti Miettunen, Taru Narvanmaa and Antti Sivula be re-elected as members of the Board for a term starting at the end the General Meeting at which he or she has been elected and expires at the closing of the Annual General Meeting 2020.
All of those concerned have given their consent to serving on the Board of Directors and are considered to be independent of the company and its major shareholders.
The candidate information relevant for their service in the Board of Directors is presented at the company website www.efore.com.
13. Resolution on the remuneration of the auditor
In accordance with the recommendation of the Audit Committee of Board, the Board of Directors proposes to the Annual General Meeting that the elected auditor shall be reimbursed according to the reasonable invoice of the auditor.
14. Election of auditor
In accordance with the recommendation of the Audit Committee of Board, the Board of Directors proposes to the Annual General Meeting the re-election of the Authorized Public Accountants KPMG Oy Ab as the company's auditor for the period ending at the end of the Annual General Meeting 2020. KPMG Oy Ab has informed that Authorized Public Accountant Henrik Holmbom will be the responsible auditor.
15. Authorizing the Board of Directors to decide on the issue of shares as well as the issue of options and other special rights
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to, in one or more transactions, decide on the issuance of shares and 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 number of shares to be issued based on the authorization may in total
amount to a maximum of 84,320,000 shares, corresponding to approximately 20 % of all the shares in the company.
The Board of Directors decides on all the terms and conditions of the issuances of shares, options and other 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, options and other 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 Annual General Meeting on 12 April 2018 to decide on the issuance of shares and special rights entitling to shares.
It is proposed that the authorization be valid until the close of the following Annual General Meeting, however, no longer than until 30 June 2020.
16. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The above proposals for resolution in respect of matters on the agenda of the General Meeting and this notice are available on the company’s website at www.efore.com. The company's annual report which includes the annual accounts, the consolidated annual accounts, the annual report of the Board of Directors and the auditor's report are available on above-mentioned website on 21 March 2019, at the latest. The proposals for resolutions and other documents referred to above are also available at the General Meeting. Copies of these documents, together with this invitation, will be sent on request to shareholders. The minutes of the meeting will be available at the website referred to above no later than from 25 April 2019 onwards.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING
1. The right to participate and registration
Each shareholder, who is registered on 1 April 2019 in the shareholders' register of the company maintained by Euroclear Finland Oy, has the right to participate in the Annual 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 wants to participate in the General Meeting, shall register for the meeting during the period starting on 1 March 2019 and ending at 10 a.m. on 8 April 2019. The registration must reach the company by 10 a.m. on 8 April 2019 at the latest.
Such registration can be made:
a) directly by e-mail to ir@efore.com;
b) by telephone to Efore Plc / Anu Virokannas, +358 9 478 466; or
c) by mail to Efore Plc / Anu Virokannas, Post Box 260, FI-02601 Espoo.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, 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 Efore Plc is used only in connection with the General Meeting and the necessary processing of related registrations.
A shareholder, his/her representative or proxy representative shall, if needed, be able to prove his/her identity and/or right of representation when attending the 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 those shares based on which he/she, on 1 April 2019, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Oy. 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 Oy at the latest by 10:00 a.m. on 8 April 2019. As regards nominee registered shares this constitutes due registration for the meeting.
A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank in good time in advance of the General Meeting. The account management organization of the custodian bank will need to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the shareholders' register of the company at the latest by 10 a.m. on 8 April 2019.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the 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.
Shareholders are requested to deliver possible proxy documents in original to Efore Plc/ Anu Virokannas, Post Box 260, FI-02601 Espoo 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 the notice 1 March 2019, the total number of shares and votes in Efore Plc is 421,636,788.
The General Meeting will be held in Finnish.
EFORE PLC
THE BOARD OF DIRECTORS
For further information please contact Mr. Vesa Leino, CEO, on tel. +358 40 759 8956.
DISTRIBUTION
Nasdaq Helsinki Oy
Principal media
Efore Group
Efore is an international Group which develops and produces demanding power products. Efore's head office is based in Finland and its sales, marketing and R&D functions are located in Europe and China. The Group also has a sales and marketing unit in the United States. In the financial year ended on December 2018, consolidated net sales totalled EUR 52.4 million and the Group's personnel averaged 406. The parent company's share is quoted on the Nasdaq Helsinki Ltd.