Efore - Notice to general meeting

NOTICE OF EFORE PLC’S ANNUAL GENERAL MEETING

Espoo, Finland, 2016-02-12 08:20 CET (GLOBE NEWSWIRE) -- 



EFORE PLC Stock Exchange Release    February 12, 2016      at 9.20  a.m.



Notice is given to the shareholders of Efore Plc of the Annual General Meeting
to be held on Wednesday, 30 March 2016 at 10.00 am at Stella Business Park,
Terra building, address Lars Sonckin kaari 16, 02600 Espoo. Coffee will be
served at 9.30 am. The reception of persons who have registered for the meeting
will commence at 9.30 am. 

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 2015 – 31 December 2015. 

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 profit
of the parent company for the financial period of EUR 370.088, 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 2015 through 31 December 2015. 

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 

On the basis of recommendation by the Remuneration Committee, 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 2017 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 six (6). 

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 2017 Olli Heikkilä, Päivi Marttila, Marjo Miettinen, Jarmo Simola and
Jarkko Takanen shall be re-elected members of the Board of Directors and Antti
Sivula shall be elected new member of the Board of Directors. All candidates
have given their consent to election. All information relevant to their work on
the Board of Directors related to the nominated candidates 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 Authorized Public Accountant entity KPMG Oy Ab as the company's auditor for
the period ending at the end of the Annual General Meeting 2017. KPMG Oy Ab has
informed that Authorized Public Accountant Henrik Holmbom will be the
responsible auditor. 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 authorize
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 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 the
holdings of the shareholders (directed acquisition). 

The authorization cancels the authorization given by the Annual General Meeting
on 31 March 2015 to resolve on the acquisition of the company’s own shares. 

The authorization is valid until 30 June 2017.

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 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 Annual General Meeting
on 31 March 2015 to decide on the issuance of shares and special rights
entitling to shares. 

The authorization is valid until 30 June 2017.

17. 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 as well as this notice are available on the company’s website
at www.efore.com. 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 above mentioned website
by 9 March 2016 at the latest. The proposals for resolutions and the annual
report 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 13 April 2016 onwards. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING

1. The right to participate and registration

Each shareholder, who is registered on 16 March 2016 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 12 February 2016 and
ending at 4 p.m. on 23 March 2016. The registration must reach the company by 4
p.m. on 23 March 2016 at the latest. Such registration can be made: 

a)on Efore Plc’s website at the address www.efore.com or directly by e-mail to
ir@efore.fi; 
b)by telephone to Efore Plc / Anu Virokannas, +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 16 March
2016, 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 23 March 2016. 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 23 March 2016. 

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 last date for registration. 

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 12 February 2016, 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. Heikki Viika, President and CEO, on
February 12, 2016 , tel. +358 9 4784 6312. 

DISTRIBUTION

Nasdaq Helsinki Oy
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
units are located in China and Tunisia. Sales and marketing operations are
located in Europe, United States and China. In the fiscal year ending in
December 2015, consolidated net sales totaled EUR 89.9 million and the Group's
personnel averaged 887. The company's share is quoted on the Nasdaq Helsinki
Ltd. www.efore.com