Efore - Notice to general meeting

EFORE PLC: NOTICE OF ANNUAL GENERAL MEETING

Espoo, Finland, 2011-01-12 08:05 CET (GLOBE NEWSWIRE) -- 

EFORE PLC     Stock Exchange Release   12 January 2011   9.05 a.m.





EFORE PLC: NOTICE OF ANNUAL GENERAL MEETING



Notice is given to the shareholders of Efore Plc of the Annual General Meeting
to be held on Thursday 10 February 2011 at 6 p.m. at Radisson Blu Royal Hotel,
address Runeberginkatu 2, Helsinki. The reception of the persons who have
registered for the meeting will commence at 5.30 p.m. 



A. Matters on the Agenda of the Annual General Meeting



At the Annual 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 November 2009 - 31 October 2010 



Review by the CEO



7. Adoption of the annual accounts and consolidated annual accounts



8. Resolution on the use of the profit shown on the balance sheet, resolution
on the payment of dividend and on the authorization of the Board of Directors
to resolve on the distribution of assets 



The Board of Directors proposes to the Annual General Meeting that it would
resolve not to distribute any dividend to the shareholders for the financial
period 1 November 2009 through 31 October 2010. 



In addition, the Board of Directors proposes that the Annual General Meeting
would, however, authorise the Board of Directors to resolve at its discretion
on a possible distribution of assets as dividend or assets from the reserve for
invested unrestricted equity if the financial position of the company supports
that. The maximum aggregate amount of the distribution of assets is EUR 0,05
per share. 



The authorisation is proposed to include the right of the Board of Directors to
resolve on all other terms and conditions relating to the distribution of
assets. The authorisation is proposed to be valid until the next Annual General
Meeting. 



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 Nomination Board has informed the Board of Directors that it will make a
proposal regarding the remuneration payable to and principles of compensation
of travel costs of the members of the Board of Directors at a later stage, but
by 2 February 2011, at the latest. A stock exchange release regarding the
proposal of the Nomination Board will be made immediately upon its notification
to the company. The proposal will also be published on the website of the
company. 



11. Resolution on the number of members of the Board of Directors



The Nomination Board has informed the Board of Directors that it will make a
proposal regarding the number of members of the Board of Directors at a later
stage, but by 2 February 2011, at the latest. A stock exchange release
regarding the proposal of the Nomination Board will be made immediately upon
its notification to the company. The proposal will also be published on the
website of the company. 



12. Election of the members of the Board of Directors



The Nomination Board has informed the Board of Directors that it will make aproposal regarding the nomination of the members of the Board of Directors at a
later stage, but by 2 February 2011, at the latest. A stock exchange release
regarding the proposal of the Nomination Board will be made immediately upon
its notification to the company. The proposal will also be published on the
website of the company. 



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 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.
KPMG Oy Ab has informed that Authorized Public Accountant Lasse Holopainen will
be the responsible auditor. 



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 would
authorize the Board of Directors 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 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 on all other terms and conditions relating
to the acquisition of the company's own shares. The acquisition may be
concluded using, inter alia, derivatives and the company's own shares may be
acquired otherwise than in proportion to the holdings of the shareholders
(directed acquisition). 



The authorization is valid until the next Annual General Meeting. The
authorization shall supersede the authorization given by the Annual General
Meeting on 9 February 2010 to resolve on the acquisition of the company's own
shares. 



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 it would
decide to grant the following authorizations to the Board of Directors: 



1.    Authorization to issue new shares



The Board of Directors is authorized to decide on issuing new shares and
assigning the company's own shares held by the company in one or several
instalments. 



The new shares can be issued and the company's own shares in possession of the
company assigned either against payment or without payment to the company's
shareholders in proportion to their existing holdings or by means of a directed
issue, waiving the pre-emptive right of shareholders, if there is a weighty
financial reason for the company to do so, such as the use of the shares as
consideration in acquisitions or other arrangements relating to the business,
to finance investments or as part of the company's incentive scheme. The
directed issue can be an issue without payment only if there is an especially
weighty financial reason for that both for the company and taking the interests
of all shareholders into account. 



The authorization comprises also a share issue without payment to the company
itself so that the new shares registered in the share issue will be governed by
the rules concerning the company's own shares in possession of the company. 



2. Granting of options and other special rights



The Board of Directors is authorized to grant in one or several instalments
options and other special rights, which entitle against payment to receive new
shares in the company or own shares held by the company, as specified in
Article 1 of Chapter 10 of the Companies Act. The share subscription price will
be paid either in cash or by offsetting the subscriber's receivables against
the subscription price. A special right may for example be a convertible bond. 



The granting of options and other special rights entitling to shares as
specified in Article 1 of Chapter 10 of the Companies Act, may be concluded in
deviation from the shareholders' pre-emptive rights (directed issue) if there
is a weighty financial reason for it for the company. 



3. The aggregate maximum of shares issued and/or granted



Theaggregate maximum of 13,000,000 new shares can be issued and/or granted on
the basis of the special rights, corresponding to approximately 23.4% of all
the shares in the company after the registration of such new shares. In
addition, a maximum of 4,000,000 own shares held by the company can be assigned
in the share issues or assigned and/or received on the basis of the special
rights, corresponding to approximately 9.4% of all the shares in the company
not taking into account the new shares referred to above. 



4. Other terms and conditions and validity



The Board of Directors will decide on all other matters relating to the issues
of shares and special rights. 



The authorization is proposed to be valid until the Annual General Meeting in
2013. The authorization shall supersede the authorization given by the Annual
General Meeting on 9 February 2010 to the Board of Directors to issue shares
and special rights entitling to shares. 



17. Closing of the Meeting



B. Documents of the Annual General Meeting



The above proposals of the Board of Directors and its Audit Committee as well
as Nomination Board relating to the agenda of the Annual 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 report of the Board of Directors and the
auditor's report are available on the above mentioned website no later than 21
January 2011. The proposals of the Board of Directors and its Audit Committee
as well as Nomination Board and the annual accounts are also available at the
meeting. Copies of these documents and of this notice will be sent to
shareholders upon request. 



C. Instructions for the Participants in the Annual General Meeting



1. The right to participate and registration



Each shareholder, who is registered on 31 January 2011 in the shareholders'
register of the company held 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 Annual General Meeting, shall
register for the meeting between 12 January 2011 at 4 p.m. and 7 February 2011
at 4 p.m. Such registration can be given: 



a) on Efore Plc's website in the address www.efore.com or directly by e-mail to
anu.virokannas@efore.fi 

b) by telephone to Efore Plc/ Anu Virokannas, +358 9 478 46341

c) by telefax to Efore Plc/ Anu Virokannas, + 358 9 478 46500 or

d) by regular 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 Annual General Meeting and with the necessary
processing of related registrations. 



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



2. 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
Annual 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 Annual General Meeting. 



Possible proxy documents should be delivered in originals to Efore Plc/ Anu
Virokannas, Post Box 260, FI-02601 Espoo before the last date for registration. 



3. Holders of nominee registered shares



A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholder's register
of the company, the issuing of proxy documents and registration for the Annual
General Meeting from his/her custodian bank. The account management
organization of the custodian bank will 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 on 7 February 2011 by 10 a.m. Further information on these matters can
also be found on the company's website www.efore.com. 



4. Other information



On the date of this notice to the Annual General Meeting 11 January 2011, the
total number of shares and votes in Efore Plc is 42,529,648. 



In Espoo, on 11 January 2011



EFORE PLC



Board of Directors







For further information please contact Mr. Vesa Vähämöttönen, CEO, tel +358 9
4784 6312. 



DISTRIBUTION



Nasdaq OMX Helsinki Oy

Principal media





Efore Group

Efore Group is an international company which develops and produces demanding
power supply products. Besides Finland, the company's product development and
marketing units are located in China, the USA and Sweden. Its production units
are located in China and Estonia. In the fiscal year ending in October 2010,
consolidated net sales totaled EUR 69,7 million and the Group's personnel
averaged 534. The company's share is quoted on the Nasdaq OMX Helsinki Ltd. 





www.efore.com




         Vesa Vähämöttönen, CEO, tel +358 9 4784 6312