Efore - Decisions of general meeting

DECISIONS OF THE ANNUAL GENERAL MEETING OF EFORE PLC

Espoo, Finland, 2013-02-08 09:25 CET (GLOBE NEWSWIRE) -- EFORE PLC    Stock
Exchange Release     February 8, 2013   at 9.00 a.m 

Efore Plc's Annual General Meeting for the financial year November 1, 2011 -
October 31, 2012 was held on February 7, 2013 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 and the CEO 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 remuneration payable to the Board members for the term shall be as
follows: EUR 45,500 to the Chairman and EUR 22,750 to the Deputy Chairman and
each of the other members. Approximately 40 per cent of the aggregate
remuneration for the term is payable in shares of the company. Payment of the
remuneration for the term will be paid as a one time payment according to the
average of the closing prices of Efore shares during the period April 8 - 18,
2013. 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 December 31, 2013, half of the
received shares shall be returned. 

The remuneration for the term 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 February 7, 2013. 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. In addition,
travel and accommodation expenses are paid against receipt. 

In accordance with the proposal of the Board of Directors, the Annual General
Meeting set the number of the members of the Board of Directors at five. The
following members were re-elected to the Board of Directors: Olli Heikkilä,
Tei-Hu Liu, Marko Luoma and Matti Vikkula. In addition, Marjo Miettinen was
elected as a new member of the Board of Directors. 

Information about Marjo Miettinen is available at the website of Efore Plc at
the address www.efore.com. 

The Board of Directors will hold its organizing meeting on February 8, 2013.

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. 

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 October 31,
2012. 

FINANCIAL PERIOD AND THE ARTICLES OF ASSOCIATION

The Annual General Meeting resolved on the proposal of the Board of Directors
that the normal financial period of the company shall be changed to be January
1 - December 31 and that the current financial period of the company, November
1, 2012 - October 31, 2013, shall be extended to fourteen (14) months to end on
December 31, 2013. 

Due to the above the Annual General Meeting resolved on the proposal of the
Board of Directors to amend Article 8 of the Articles of Association to read as
follows: 

“Article 8 Financial period
The financial period of the company starts on 1 January and ends on 31
December.” 

AUTHORIZING THE BOARD OF DIRECTORS TO RESOLVE ON DISTRIBUTION OF ASSETS

The Board of Directors was authorized, in accordance with its proposal, to
resolve at its discretion on a possible distribution of assets to the
shareholders, either as a payment of dividend from profits or as a distribution
of assets from the reserve for invested unrestricted equity, if supported by
the financial position of the company. 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 beginning of 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. 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 the price otherwise formed on the market. The Board of
Directors shall resolve the manner in which own shares are acquired. 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 is valid until June 30, 2014. The authorization shall
supersede the authorization given by the Annual General Meeting on February 9,
2012 to resolve on the acquisition of the company's own shares. 

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 8,500,000 shares. 

The Board of Directors decides on all the terms and conditions of the issuances
of shares and of 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 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). 

The authorization cancels the authorization given by the General Meeting on
February 9, 2012 to decide on the issuance of shares as well as the issuance of
special rights entitling to shares. 

The authorization is valid until June 30, 2014.

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

Efore Group is an international company which develops and produces demanding
power products. Efore's head office is based in Finland and its production unit
is located in China. Efore is present also 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 share is quoted on the Nasdaq OMX
Helsinki Ltd. 

www.efore.com




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