Efore - Notice to general meeting

Notice of Efore Plc’s Annual General Meeting

EFORE PLC  Stock Exchange Release    March 15, 2017 at 9.30 a.m.


Notice is given to the shareholders of Efore Plc of the Annual General Meeting
to be held on Wednesday, 5 April 2017 at 10.00 a.m. at Stella Business Park,
Terra building, address Lars Sonckin kaari 16, 02600 Espoo. Coffee will be
served at 9.30 a.m. The reception of persons who have registered for the
meeting will commence at 9.30 a.m. 

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

6. Presentation of the annual accounts, consolidated annual accounts, the

report of the Board of Directors and the auditor's report for the financial

period 1 January 2016 - 31 December 2016.

Review by the CEO

7. Adoption of the annual accounts and consolidated annual accounts

8. Resolution on the use of the result shown on the balance sheet and

resolution on the payment of dividend

The Board of Directors proposes to the Annual General Meeting that the loss of
the parent company for the financial period of EUR 9,513,799.89 shall be
transferred to the accrued earnings account, and that the Annual General
Meeting would resolve not to distribute any dividend to the shareholders for
the financial period 1 January 2016 through 31 December 2016. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Resolution on the remuneration and principles of compensation of travel
costs of the members of the Board of Directors 

The Board of Directors proposes to the Annual General Meeting that for the term
beginning at the end of the Annual General Meeting and ending at the end of the
Annual General Meeting 2018 the following monthly remuneration be paid to the
members of the Board of Directors to be elected: 

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

Travel and accommodation expenses are payable against receipt.

11. Resolution on the number of members of the Board of Directors
Shareholders who together represent more than 30 % of the votes in the company
propose to the Annual General Meeting that the number of Board members be set
at four (4). 

12. Election of the members of the Board of Directors

Shareholders who together represent more than 30 % of the votes in the company
propose to the Annual General Meeting that, for the period beginning at the end
of the Annual General Meeting and ending at the end of the Annual General
Meeting 2018, Marjo Miettinen, Tuomo Lähdesmäki, Jarmo Simola and Antti Sivula
shall be re-elected as members of the Board of Directors. All candidates have
given their consent to the election. All information relevant to the nominated
candidates’ work on the Board of Directors is presented on the company website,
www.efore.com. 

13. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting that the elected
auditor shall be reimbursed according to the reasonable invoice of the auditor. 

14. Election of auditor

The Board of Directors proposes to the Annual General Meeting the re-election
of the Authorized Public Accountants KPMG Oy Ab as the company's auditor for
the period ending at the end of the Annual General Meeting 2018. KPMG Oy Ab has
informed that Authorized Public Accountant Henrik Holmbom will be the
responsible auditor. The candidates have given their consent to election. 

15. Authorizing the Board of Directors to resolve on the acquisition of the
company's own shares 

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

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 Helsinki
Ltd 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 the
holdings of the shareholders (directed acquisition). 

The authorization cancels the authorization given by the Annual General Meeting
on 30 March 2016 to resolve on the acquisition of the company's own shares. 

The authorization is valid until 30 June 2018.

16. Authorizing the Board of Directors to decide on the issue of shares as well
as the issue of options and other special rights 

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized 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 % of
all the shares in the company. 

The Board of Directors decides on all the terms and conditions of the issuances
of shares, 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, options and other 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 Annual General Meeting
on 30 March 2016 to decide on the issuance of shares and special rights
entitling to shares. 

The authorization is valid until 30 June 2018.

17 Establishment of a Shareholders' Nomination Board

The Board of Directors proposes to the Annual General Meeting that the meeting
resolves to establish a Shareholders' Nomination Board to prepare future
proposals concerning the election and remuneration of the members of the Board
of Directors to the General Meetings. In addition, the Board of Directors
proposes that the Annual General Meeting adopts the charter of the
Shareholders' Nomination Board set out as Appendix 1 to the notice. 

According to the proposal, the Shareholders' Nomination Board shall consist of
four (4) members, three (3) of which shall be appointed by the company's three
(3) largest shareholders, who shall be entitled to nominate one member each.
The Chairman of the Board of Directors of the company shall serve as the fourth
member. The company itself cannot be a member of the Shareholders' Nomination
Board. 

The company's largest shareholders shall be determined on the basis of the
registered holdings in the company's shareholder register held by Euroclear
Finland Ltd as of the first working day in September in the year concerned. If
a shareholder makes a written request to such effect to the Board of Directors
no later than on the last working day of August, such shareholder's holdings in
several funds or registers will be combined when calculating the share of votes
which determines the nomination right. As regards individual persons as
shareholders, their direct ownership and ownership of corporations over which
he/she exercises control as well as ownership of his/her spouse and children,
will be taken into account in the determination. In case two shareholders own
an equal number of shares and votes and the representatives of both such
shareholders cannot be appointed to the Nomination Board, the decision shall be
made by drawing lots. 

If a holder of nominee registered shares wishes to use his/her right to
nominate, they shall present a reliable account of the number of shares in
their ownership by the last working day of August in the year preceding the
Annual General Meeting. The account shall be submitted to the Chairman of the
Board of Directors on the fourth working day of September, at the latest. 

The Chairman of the Board of Directors shall request each of the three largest
shareholders, as defined above, to appoint one member to the Nomination Board.
In the event that a shareholder does not wish to exercise his or her right to
appoint a representative, it shall pass to the next largest shareholder who
would not otherwise be entitled to appoint a member to the Nomination Board.
The Chairman of the Board of Directors convenes the first meeting of the
Nomination Board and the Nomination Board shall elect a chairman from among its
members. The Nomination Board convenes thereafter at the notice of the Chairman
of the Nomination Board. When the Nomination Board has been appointed, the
company will publish the composition by a release. 

The members shall be nominated annually and their term of office shall end when
new members are nominated to replace them. 

18. Closing of the Meeting

B. DOCUMENTS OF THE GENERAL MEETING

The above proposals for resolution in respect of matters on the agenda of the
General Meeting and this notice as well as the company's annual report which
includes the annual accounts, the consolidated annual accounts, the annual
report of the Board of Directors and the auditor's report are available on the
company's website at www.efore.com as of March 15, 2017. The proposals for
resolutions and other documents referred to above are also available at the
General Meeting. Copies of these documents, together with this invitation, will
be sent on request to shareholders.  The minutes of the meeting will be
available at the website referred to above no later than from 19 April 2017
onwards. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING

1. The right to participate and registration

Each shareholder, who is registered on 24 March 2017 in the shareholders'
register of the company maintained by Euroclear Finland Oy, has the right to
participate in the Annual 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. 

A shareholder, who wants to participate in the General Meeting, shall register
for the meeting during the period starting at 10 a.m. on 15 March 2017 and
ending at 10 a.m. on 31 March 2017. The registration must reach the company by
10 a.m. on 31 March 2017 at the latest. Such registration can be made: 

a) directly by e-mail to ir@efore.fi;
b) by telephone to Efore Plc / Anu Virokannas or Sari Jaulas, +358 9 478 466; or
c) by mail to Efore Plc / Anu Virokannas, Post Box 260, FI-02601 Espoo.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to Efore Plc is used
only in connection with the General Meeting and the necessary processing of
related registrations. 

A shareholder, his/her representative or proxy representative shall, if needed,
be able to prove his/her identity and/or right of representation. 

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of those shares based on which he/she, on 24 March
2017, would be entitled to be registered in the shareholders' register of the
company held 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 into the temporary shareholders' register held by Euroclear
Finland Oy at the latest by 10:00 a.m on 31 March 2017. As regards nominee
registered shares this constitutes due registration for the meeting. 

A holder of nominee registered shares is 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 in advance of the General
Meeting. The account management organization of the custodian bank will need to
register a holder of nominee registered shares, who wants to participate in the
Annual General Meeting, to be temporarily entered into the shareholders'
register of the company at the latest by 10 a.m. on 31 March 2017. 

3. Proxy representative and powers of attorney

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

A 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. 

Possible proxy documents should be delivered in original to Efore Plc/ Anu
Virokannas, Post Box 260, FI-02601 Espoo before the end of the registration
period. 

4. Other information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

On 15 March 2017, the total number of shares and votes in Efore Plc is
55,772,891. 

EFORE PLC

THE BOARD OF DIRECTORS


For further information please contact Mr. Jorma Wiitakorpi, CEO, on tel. +358
40 175 8510. 

DISTRIBUTION

Nasdaq Helsinki Oy
Principal media


Efore Group
Efore is an international group which develops and produces demanding power
products. Efore's head office is based in Finland and its sales, marketing and
product development units are located in China and Europe. In addition, the
group has a sales and marketing unit in United States. In the fiscal year
ending in December 2016, consolidated net sales totaled EUR 75.4 million and
the Group's personnel averaged 679. The company's share is quoted on the Nasdaq
Helsinki Ltd. www.efore.com 

Appendix 1: Charter of the shareholders' nomination board of Efore Plc

Attachments:

Appendix_Charter of the Shareholders Nomination Board of Efore Plc.pdf