|
|||
2021-12-02 18:20:00 CET 2021-12-02 18:20:00 CET REGULATED INFORMATION Enedo Oyj - Notice to general meetingNotice of Enedo Plc’s Extraordinary General MeetingENEDO PLC Stock Exchange Release 2.12.2021 at 7.20 p.m. Notice is given to the shareholders of Enedo Plc (“Enedo” or the “company”) to the Extraordinary General Meeting to be held on Thursday, 23 December 2021 at 10.00 a.m. at the head office of the company, address Martinkyläntie 43, Vantaa. A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING Teemu Summanen, LL.M, will act as Chairman of the Extraordinary General Meeting. Should Teemu Summanen for a weighty reason not be able to act as Chairman of the Extraordinary General Meeting, the company’s Board of Directors will appoint another person that it deems most suitable to act as Chairman. The Company’s CFO, Hannu Hiillos, will scrutinize the minutes and supervise the counting of votes at the Extraordinary General Meeting. Should Hannu Hiillos for a weighty reason not be able to attend to these tasks, the company’s Board of Directors will appoint another person that it deems most suitable to scrutinize the minutes and supervise the counting of votes. Shareholders who have voted in advance in accordance with the instructions set out in this notice and who have the right to attend the Extraordinary General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be recorded to have attended the Extraordinary General Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd. The Board of Directors of the company proposes that the General Meeting authorize the Board of Directors to decide on a directed share issue as follows: A maximum of 55,000,000 new shares may be issued under the authorization. Deviating from the company's shareholders' subscription right, the shares will be offered for subscription by Inission AB (publ) (“Inission”) at a subscription price of EUR 0.1 per share. The subscription price of the directed issue is based on negotiations between the company and the parties to the financing arrangement and is therefore justified for the implementation of the overall loan arrangement. The purpose of the directed issue is to secure the realization of the company's financing arrangement. Inission has committed to act as guarantor of the financing arrangement. The directed issue can only take place if Inission becomes liable for the loan (including interests and expences) related to the company's financing arrangement and Inission would thus have a right of recourse against the company. The subscription price of the shares to be subscribed would be set off to the extent that Inission has repaid the company's loans (including interests and expences) on the basis of the guarantee liability and the company has not paid that recourse claim to Inission despite its request. The implementation of the financing arrangement ensures the continuity of the company's operations, so there is a compelling financial reason for the directed share issue and the deviation from the shareholders' pre-emptive subscription right referred to in Chapter 9, Section 4, Subsection 1 of the Companies Act. The Board of Directors is authorized to decide on all other terms of the share issue. The authorization is valid until December 31, 2023. The authorization does not revoke previous authorizations under which the company's Board of Directors has been authorized to decide on the issuance of shares and / or special rights entitling to shares. If the share issue to Inission AB (publ) (“Inission”) enabled by the authorization described above were to be completed in full, Inission's share of the company's shares and votes would increase from the current 49.6% to approximately 72.1%. The Commission is applying to the Financial Supervision Authority for a permanent exemption from the mandatory offer obligation pursuant to Chapter 11, Section 26 of the Securities Markets Act, and the subscription commitment given by it is conditional on obtaining an exemption from the Financial Supervision Authority. To obtain an exemption, the authorization described above must be supported by independent shareholders representing at least two-thirds of the votes cast at the company's Extraordinary General Meeting. 7. Closing of the meeting C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING The company’s shareholders can participate in the Extraordinary General Meeting and exercise their shareholder rights only by voting in advance in accordance with the instructions set out below. Changes in the ownership of shares after the record date of the Extraordinary General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder. Instructions for holders of nominee registered shares are set out below under Section C.4 “Holders of nominee registered shares”. Registration for the Extraordinary General Meeting and advance voting will begin at 15.00 noon on 7 December 2021 following the deadline for submitting counterproposals as further set out in section 5 below. A shareholder registered in the shareholders’ register of the company, who wishes to participate in the Extraordinary General Meeting, must register for the Extraordinary General Meeting and vote in advance no later than by 20 December 2021 at 10.00 a.m., by which time the registration and votes must have been received. A shareholder, whose shares are registered on his/her Finnish book-entry account, can register and vote in advance on certain matters in the following ways: a) electronically through the company’s website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-december-2021/ . b) by e-mail or regular mail A shareholder’s advance votes are registered and taken into account if the shareholder registers and votes in advance in accordance with the applicable instructions and duly provides all required information in connection thereto before the expiry of the registration and advance voting period. The voting instructions will also be available on the company's website at Authorizing a proxy representative requires that: a) If registration and advance voting occurs through electronic meeting service on Enedo’s website: duly populated proxy documents should be delivered primarily by email to ir@enedopower.com or by mail to Enedo Oyj / Hannu Hiillos, Martinkyläntie 43, 01720 Vantaa, before the end of the registration and advance voting period, by which time the proxy documents must have been received. Proxy representatives can only register and vote in advance on behalf of corporate shareholders in the general meeting service. Natural persons must register and vote in advance themselves by using Finnish bank ID; or b) If registration and advance voting occurs by populating advance voting form that will be available on Enedo’s website on 7 December 2021: duly populated proxy documents should be delivered to Euroclear Finland Ltd together with the signed and duly populated advance voting form, in accordance with the instructions and by the applicable deadlines set out in the relevant form. Only delivering proxy documents to the company or to Euroclear Finland Ltd does not result in the shareholder’s advance votes being registered and taken into account. The successful registration of a shareholder and his/her advance votes also requires that the proxy representative registers and votes in advance on behalf of the shareholder in the manner set out in this notice. If a shareholder wishes to participate in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with Holders of nominee registered shares should register and vote in advance in accordance with the instructions set out under Section C.4 “Holders of nominee registered shares”. A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary The account management organization of the custodian bank shall also take care of the voting in advance on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares. 5. Counterproposals, right to ask questions and other information Shareholders representing at least one hundredth (1/100) of all the shares in the company have the right to make counterproposals concerning the matters on the agenda of the Extraordinary General Meeting to be placed for a vote. Such counterproposals shall be delivered to the company by email to A counterproposal is eligible for voting at the Extraordinary General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Extraordinary General Meeting represent at least one hundredth (1/100) of all shares in the company. If a counterproposal is not eligible for voting at the Extraordinary General Meeting, the votes given in favor of such a counterproposal will not be taken into account. The company will publish potential counterproposals eligible for voting on the company‘s website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-december-2021/ on 7 December 2021 at 15.00 noon, at the latest. A shareholder has the right to ask questions with respect to the matters to be considered at the Extraordinary General Meeting pursuant to Chapter 5, In connection with asking questions, shareholders are required to provide adequate evidence of their shareholding.
For further information please contact CEO Mr. Mikael Fryklund, DISTRIBUTION Nasdaq Helsinki Ltd Enedo Enedo is a European designer and producer of high-quality electronic power supplies and systems for critical equipment even in the most demanding environments. Enedo´s mission is to make electricity better – more reliable, more secure, more energy efficient – and just right to fit its purpose. Enedo´s three main product categories are Led Drivers, Power supplies and Power Systems. In 2020 the group´s revenue was EUR 38,5 million. Enedo has 354 employees, and its main functions are located in Finland, Italy, Tunisia and USA. The group´s head office is in Finland and parent company Enedo Oyj is listed on Nasdaq Helsinki Oy. www.enedopower.com |
|||
|