Efore - Decisions of general meeting

DECISIONS OF THE ANNUAL GENERAL MEETING AND THE BOARD OF EFORE PLC

Espoo, Finland, 2014-04-11 08:00 CEST (GLOBE NEWSWIRE) -- 

EFORE PLC    Stock Exchange Release     11 April 2014   at 9.00 a.m.

The Annual General Meeting of Efore Plc was held on 10 April 2014 in Helsinki.
Timo Lappi, 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 1 November 2012 - 31 December 2013 and
discharged the Board of Directors and the CEO from liability for their actions
in the past financial year. 

DIVIDEND

The Annual General Meeting approved the proposal of the Board of Directors not
to distribute any dividend for the financial period that ended on 31 December
2013. 

BOARD OF DIRECTORS

The Annual General Meeting resolved on the proposal of the Compensation
Committee of the Board of Directors that the following monthly remuneration be
paid to the members of the Board of Directors: 

the Chairman of the Board of Directors            3,500 euro per month
the other members of the Board of Directors       1,750 euro per month

Travel and accommodation expenses are payable against receipt.

In accordance with the proposal of shareholders representing more than 40 % of
the votes in the company, the Annual General Meeting set the number of the
members of the Board of Directors at six. Francesco Casoli, Olli Heikkilä,
Päivi Marttila, Marjo Miettinen, Jarmo Simola and Jarkko Takanen were
re-elected as members of the Board of Directors for a period ending at the end
of the Annual General Meeting 2015. 

In its first meeting held after the Annual General Meeting, the Board of
Directors elected Päivi Marttila to continue as Chairman. The Board of
Directors has evaluated the independence of the Board members in compliance
with the recommendations of the Finnish Corporate Governance Code.  It is the
view of the Board of Directors that all Directors are independent of the
company, and all Directors, excluding Jarkko Takanen and Francesco Casoli, are
independent of significant shareholders. Päivi Marttila was elected as Chairman
of the Compensation Committee and Marjo Miettinen and Jarmo Simola were elected
as members. The Board did not establish any other committees. 

AUDITOR

Authorized Accounting Firm KPMG Oy Ab was re-elected as the company's auditor.
Authorized Public Accountant Lasse Holopainen will continue as the responsible
auditor. 

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 or their acceptance as
pledge, in one or several instalments, on the following terms and conditions: 

Based on the authorization an aggregate maximum of 4,000,000 own shares
corresponding to approximately 7,2 % of all the shares in the company may be
acquired. 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 formed on the market. The Board of
Directors resolves the manner in which own shares are acquired or accepted as a
pledge. The acquisition may be made using, inter alia, derivatives. Shares may
be acquired otherwise than in proportion to theholdings of the shareholders
(directed acquisition). 

The authorization cancels the authorization given by the Extraordinary General
Meeting on 26 August 2013 to resolve on the acquisition of the company's own
shares. 

The authorization is valid until 30 June 2015.

AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE 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, 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 5,000,000 shares, corresponding to approximately 9.0 %
of all the shares in the company. 

The Board of Directors decides on all the terms and conditions of the issuances
of shares and 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 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 Extraordinary General
Meeting on 26 August 2013 to decide on the issuance of shares and special
rights entitling to shares. 

The authorization is valid until 30 June 2015.

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 Ltd
Principal media

Efore Group

The Efore Group is an international company that develops and produces
demanding power products. Efore's head office is based in Finland, and its
production units are located in China and Tunisia. Sales and marketing
operations are located in Europe, the United States and China. In the fiscal
year ending in December 2013, consolidated net sales totalled EUR 82.5 million,
and the Group's personnel averaged 836. The company's shares are quoted on
Nasdaq OMX Helsinki Oy. 
www.efore.com