Efore - Notice to convene extr.general meeting

EFORE PLC: NOTICE OF EXTRAORDINARY GENERAL MEETING

Espoo, Finland, 2013-08-05 13:40 CEST (GLOBE NEWSWIRE) -- EFORE PLC     Stock
Exchange Release   5 August 2013   2.40 p.m. 

Notice is given to the shareholders of Efore Plc of the Extraordinary General
Meeting to be held on Monday 26 August 2013 at 6 p.m. at Radisson Blu Royal
Hotel, address Runeberginkatu 2, Helsinki. Registration of shareholders who
have registered for the meeting will commence at 5.30 p.m. 

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY 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 attendance at the meeting and adoption of the list of votes

6. Resolution on the number of members of the Board of Directors

It is proposed to the Extraordinary General Meeting that the number of Board
members be set at seven (7). The current number of Board members is five (5). 

7. Election of the members of the Board of Directors

The Board of Directors proposes, based on the recommendation of the Nomination
Committee, to the Extraordinary General Meeting that for the period beginning
at the end of the Extraordinary General Meeting and ending at the end of the
Annual General Meeting 2014 Mr. Francesco Casoli and Ms. Päivi Marttila be
elected as the new members of the Board of Directors. 

In accordance with the proposal, Olli Heikkilä, Tei-Hu Liu, Marko Luoma, Marjo
Miettinen and Matti Vikkula shall continue as members of the Board of
Directors. 

The remuneration of the new Board members for the current fiscal year shall
comply with the remuneration of the Board members elected in the Annual General
Meeting in proportion to the remaining period. However, the remuneration of the
new Board members will be paid in cash only. 

Information about Francesco Casoli and Päivi Marttila is available at Efore
Plc's website at address www.efore.com. 

8. Authorizing the Board of Directors to decide on issuing shares as well as
other special rights 

The Board of Directors proposes to the Extraordinary General Meeting that the
Board of Directors be authorized to, in one or more transactions, decide on the
issuance of shares and other special rights entitling to shares referred to in
Chapter 10 Section 1 of the Finnish Limited Liability Companies Act as follows: 

The number of shares to be issued based on the authorization may amount to a
maximum of 10,000,000 shares. 

The Board of Directors decides on all the terms and conditions applicable to
the issuances of shares 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 and of options and other special
rights entitling to shares referred to in Chapter 10 Section 1 of the Companies
Act may be carried out in deviation from the shareholders' pre-emptive rights
(directed issue). 

This authorization supersedes the authorization granted by the General Meeting
on 7 February 2013 to decide on the issuance of shares as well as the issuance
of special rights entitling to shares to the extent that the previous
authorization has not been used by 5 August 2013. 

The authorization shall remain valid until 30 June 2014.

9. Authorizing the Board of Directors to decide on the acquisition of the
company's own shares 

The Board of Directors proposes to the Extraordinary General Meeting that it
authorize the Board of Directors to decide on the acquisition of the company's
own shares or on their acceptance as pledge, in one or several instalments, on
the following terms and conditions: 

The  amount of own shares to be acquired shall be a maximum of 4,777,000
shares, constituting approximately 9.9% of all company shares. Shares in the
company may be acquired only by using the company's unrestricted equity. 

The shares may be acquired in public trading arranged by the NASDAQ OMX
Helsinki Oy at the prevailing market price on the date of acquisition, or at a
price otherwise dictated by the market. 

The Board of Directors decides on the manner in which the said own shares are
acquired or accepted as pledge. The acquisition may be made using, inter alia,
derivatives. Shares may be acquired otherwise than in proportion to the
holdings of the shareholders (directed acquisition). 

The authorization shall remain valid until 30 June 2014. The authorization
shall supersede the authorization granted by the Annual General Meeting on 7
February 2013 to decide on the acquisition of the company's own shares. 

10. Closing of the Meeting

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

The above proposals of the Board of Directors in respect of matters on the
agenda of the Extraordinary General Meeting as well as this notice are
available on the company's website at www.efore.com. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

1. The right to participate and registration

Each shareholder who is registered on 14 August 2013 in the shareholders'
register of the company maintained by Euroclear Finland Oy has the right to
participate in the 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. 

Shareholders who wish to participate in the General Meeting shall register

for the meeting between 6 August 2013 at 9.00 a.m. and 21 August 2013 at 4 p.m.
Such registration can be given: 

a) on Efore Plc's website at address www.efore.com or directly by e-mail to
sari.jaulas@efore.fi; 
b) by telephone to Efore Plc / Sari Jaulas, +358 9 478 466; or
c) by regular mail to Efore Plc / Sari Jaulas, P.O. Box 260, FI-02601 Espoo.

In connection with the registration, shareholders shall submit his/her name,
personal identification number, address, telephone number and the name of their
possible assistant or proxy representative and the personal identification
number of their proxy representative. Personal data submitted to Efore Plc is
used only in connection with the General Meeting and with the necessary
processing of related registrations. 

2. Proxy representative and powers of attorney

Shareholders may participate in the General Meeting and exercise his/her rights
at the meeting by way of proxy representation. 

The 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. 

Proxy documents should be delivered in original to Efore Plc / Sari Jaulas,
P.O. Box 260, FI-02601 Espoo before the last date for registration. 

3. Holders of nominee registered shares

Holders of nominee-registered shares have the right to participate in the
General Meeting by virtue of those shares based on which he/she, on 14 August
2013, would be entitled to be registered in the shareholders' register of the
company maintained 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 in the temporary shareholders' register
maintained by Euroclear Finland Oy at the latest by 10 a.m. on 21 August 2013.
As regards nominee-registered shares, this constitutes due registration for the
meeting. 

Holders of nominee registered shares are 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 before the General Meeting.
The account management organization of the custodian bank will register the
holder of nominee registered shares who wishes to participate in the General
Meeting to be temporarily entered into the shareholders' register of the
company at the latest by 10 a.m. on 21 August 2013. 

4. Other information

Pursuant to Chapter 5 Section 25 of the Finnish Limited Liability Companies
Act, a shareholder who is present at the Annual General Meeting has the right
to request information with respect to the matters to be considered at the
meeting. 

On 5 August 2013, the total number of shares and votes in Efore Plc is
47,772,891. 

EFORE PLC

Board of Directors

For further information please contact Mr. Vesa Vähämöttönen, CEO, tel +358 9
4784 6312. 

DISTRIBUTION

Nasdaq OMX Helsinki Oy
Principal media

Efore Group

Efore Group is an international company that develops and produces demanding
power products. Efore's head office is based in Finland, and its production
unit is located in China. Efore also conducts business in Sweden. In the fiscal
year ending in October 2012, consolidated net sales totaled EUR 78.1 million,
and the Group's personnel averaged 888. The company's shares are quoted on the
Nasdaq OMX Helsinki Oy. 

www.efore.com