Efore - Decisions of general meeting

DECISIONS OF THE ANNUAL GENERAL MEETING OF EFORE PLC

Espoo, Finland, 2011-02-11 08:00 CET (GLOBE NEWSWIRE) -- 

EFORE PLC    Stock Exchange Release     February 11, 2011   at 9.00 a.m.



DECISIONS OF THE ANNUAL GENERAL MEETING OF EFORE PLC



Efore Plc's Annual General Meeting for the financial year November 1, 2009 -
October 31, 2010 was held on February 10, 2011 in Helsinki. Ville Ranta, LLM,
served as the Chairman of the Annual General Meeting. The Annual General
Meeting adopted the financial statements of Efore Group and Efore Plc for the
financial year and discharged the Board of Directors as well as Reijo
Mäihäniemi as CEO until May 31, 2010 and Vesa Vähämöttönen as CEO as of June 1,
2010 from liability for their actions in the past financial year. 

BOARD OF DIRECTORS

The Annual General Meeting resolved on the proposal of the Board of Directors
that the annual remuneration payable to the Board members shall be as follows:
EUR 42,000 to the Chairman and EUR 21,000 to the Deputy Chairman and the other
members. Approximately 40 per cent of the aggregate annual remuneration is
payable in shares of the company. Payment of the annual remuneration will be
paid as a one time payment according to the average of the closing prices of
Efore shares between March 3-16, 2011. The members of the Board of Directors
shall keep the shares until the end of the term of office. However, the
obligation to keep the shares ends, in the event the Board membership ends
already before the end of the term. If the member of the Board of Director
resigns before October 31, 2011, half of the received shares shall be returned. 

The annual remuneration is paid by the assignment of shares held by the
company, based on the authorization to issue shares decided by the Annual
General Meeting of Shareholders on 10 February 2011. In the event the
assignment of shares cannot be implemented due to reasons related to the
company or a Board member, the remuneration is paid in cash in its entirety. 

In addition, a fee of EUR 1,000 per meeting will be paid to the Chairman of the
Board and EUR 500 per meeting to the Deputy Chairman and the other members. In
addition, a fee of EUR 500 be paid to the committee members per meeting. An
additional fee of EUR 1,000 is payable for attendance at a meeting in Europe or
Asia requiring a one-way flight of at least 6 hours in duration. Travel and
accommodation expenses are payable against receipt. 

The Annual General Meeting elected to the Board of Directors six members based
on the proposal of the Board of Directors. The following members were elected:
Marko Luoma, Ari Siponmaa, Matti Vikkula, Olli Heikkilä, Richard Järvinen and
Tei-Hu Liu. 

The Board of Directors will hold its organizing meeting on February 11, 2011.

AUDITOR

Authorized Accounting Firm KPMG Oy Ab was elected as the company's auditor,
with Authorized Public Accountant Lasse Holopainen as the responsible auditor. 

DIVIDEND

The Annual General Meeting approved the proposal of the Board of Directors not
to distribute any dividend. 

AUTHORIZING THE BOARD OF DIRECTORS TO RESOLVE ON THE DISTRIBUTION OF THE ASSETS
OF THE COMPANY 

The Board of Directors was authorized, in accordance with its proposal, to
resolve at its discretion on a possible distribution of assets as dividend or
assets from the reserve for invested unrestricted equity if the financial
position of the company supports that. The maximum aggregate amount of the
distribution of assets is EUR 0.05 per share. The authorization includes the
right of the Board of Directors to resolve on all other terms and conditions
relating to the distribution of assets. The authorization is valid until the
next Annual General Meeting. 

AUTHORIZING THE BOARD OF DIRECTORS TO RESOLVE ON THE ACQUISITION OF THE
COMPANY'S OWN SHARES 

The Board of Directors was authorized, in accordance with its proposal, to
resolve on the acquisition of the company's own shares, in one or several
instalments, on the following terms and conditions: 

Based on the authorization an aggregate maximum of 4,000,000 own shares
constituting approximately 9.4% of all the shares in the company may be
acquired 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 the price otherwise formed on
the market. The Board of Directors shall resolve on all other terms and
conditions relating to the acquisition of the company's own shares. The
acquisition may be concluded using, inter alia, derivatives and the company's
own shares may be acquired otherwise than in proportion to the holdings of the
shareholders (directed acquisition). The authorization is valid until the next
Annual General Meeting. The authorization shall supersede the authorization
given by the Annual General Meeting on 9 February 2010 to resolve on the
acquisition of the company's own shares. 

AUTHORIZING THE BOARD OF DIRECTORS TO RESOLVE ON THE ISSUE OF SHARES AS WELL AS
THE ISSUE OF OPTIONS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES 

The Board of Directors was authorized, in accordance with its proposal, to
resolve on the issuance, in one or several instalments, of shares as well as
option rights and other special rights pursuant to chapter 10, section 1 of the
Finnish Companies Act, so that the aggregate maximum number of new shares
issued on the basis of the authorization, whether as an issue of shares or
based on option rights and other special rights pursuant to chapter 10, section
1 of the Finnish Companies Act, does not exceed 13,000,000 new shares. In
addition, a maximum number of 4,000,000 own shares held by the company may be
transferred in connection with a share issue and/or received based on special
rights entitling to shares. The authorization includes the right to resolve on
a directed issue deviating from the shareholders' pre-emptive subscription
right and the right to resolve on a directed share issue without payment. The
authorization is in force until the 2013 Annual General Meeting. The earlier
authorization is terminated with this authorization. 

EFORE PLC

Board of Directors

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

DISTRIBUTION
Nasdaq OMX Helsinki Oy
Principal media

Efore Group


Efore Group is an international company which develops and produces demanding
power supply products. Besides Finland, the company's product development and
marketing units are located in China, the USA and Sweden. Its production units
are located in China and Estonia. In the fiscal year ending in October 2010,
consolidated net sales totaled EUR 69,7 million and the Group's personnel
averaged 534. The company's share is quoted on the Nasdaq OMX Helsinki Ltd. 


www.efore.com




         Vesa Vähämöttönen, President and CEO, tel. +358 9 4784 6312