EFORE PLC Stock Exchange Release February 10, 2010 at 9.00 a.m.
Efore Plc's Annual General Meeting for the financial year November 1, 2008 -
October 31, 2009 was held on February 9, 2010 in Helsinki. Janne Haapakari,
Senior Legal Counsel, 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 AND THE COMMITTEES
The Annual General Meeting resolved on the proposal of the Board of Directors
that the monthly remuneration payable to the Board members shall be as follows:
EUR 3,500 to the chairman and EUR 1,750 to the deputy chairman and the other
members. In addition, a fee of EUR 1,000 per meeting will be paid to the
chairman and EUR 500 per meeting to the deputy chairman and the other members.
The travel expenses of the Board members will be paid in accordance with the
maximum amounts confirmed in the prevailing decision of the Finnish tax
administration. In addition, a fee of EUR 500 will be paid to the committee
members per meeting.
The Annual General Meeting elected to the Board of Directors six members based
on the proposal of the Board of Directors. The following members were elected:
Isto Hantila, Marko Luoma, Ari Siponmaa, Timo Syrjälä, Matti Tammivuori and
Matti Vikkula.
At the Meeting of the Board of Directors held after the Annual General
Meeting Isto Hantila was elected Chairman and Matti Vikkula was elected Vice
Chairman of the Board of Directors. The Audit Committee was elected at the Board
meeting. Matti Vikkula was elected Chairman of the Audit Committee and Timo
Syrjälä, Isto Hantila and Matti Tammivuori were elected as members. Decision on
the Nomination Committee will be made later. The company has no Compensation
Committee.
AUDITOR
Authorised Accounting Firm KPMG Oy Ab was elected as the company's auditor, with
Authorised Public Accountant Lasse Holopainen as the responsible auditor.
DIVIDEND
The Annual General Meeting approved the proposal of the Board of Directors not
to distribute any dividend to the shareholders from the financial
year 1 November 2008 through 31 October 2009.
AUTHORISING THE BOARD OF DIRECTORS TO RESOLVE ON THE DISTRIBUTION OF THE ASSETS
OF THE COMPANY
The Board of Directors was authorised, in accordance with its proposal, 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 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
next Annual General Meeting.
AUTHORISING THE BOARD OF DIRECTORS TO RESOLVE ON THE ACQUISITION OF THE
COMPANY'S OWN SHARES
The Board of Directors was authorised, 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 may be
acquired by using the company's unrestricted equity. The shares shall be
acquired in public trading arranged by NASDAQ OMX Helsinki Oy at the prevailing
market price. The minimum price of the shares to be acquired is thus the lowest
market price quoted in public trading during the validity of the authorization,
and the maximum price is the highest market price quoted in public trading
during the validity of the authorization. The rules of NASDAQ OMX Helsinki Oy
and of Euroclear Finland Oy shall be complied with in the acquisition. The
authorization includes the right of the Board of Directors to resolve on all
other terms and conditions relating to the acquisition of the company's own
shares. Thus, the authorization also includes the right to acquire own shares
otherwise than in proportion to the holdings of the shareholders. The
authorization is valid until the next Annual General Meeting.
AUTHORISING THE BOARD OF DIRECTORS TO RESOLVE ON THE ISSUING OF SHARES, OPTION
RIGHTS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES
The Board of Directors was authorised, in accordance with its proposal, to
resolve on the issuance, in one or several instalments, of shares, option rights
and special rights pursuant to chapter 10, section 1 of the Finnish Companies
Act, so that the aggregate maximum number of new shares granted on the basis of
the authorization does not exceed 13,000,000 new shares. In addition, a maximum
number of 4,000,000 own shares held by the company may be transferred in
connection with a share issue and/or received based on special rights entitling
to shares. The authorization includes the right to resolve on a directed issue
deviating from the shareholders' pre-emptive subscription right and the right to
resolve on a directed share issue without payment. The authorization is in force
until the 2012 Annual General Meeting. The earlier authorization is terminated
with this authorization.
DECREASE OF THE SHARE CAPITAL
The Annual General Meeting decided, in accordance with the proposal of the Board
of Directors, to decrease the share capital of the Company by EUR
19,450,200.80. As a result of the decrease the share capital of the company
will decrease from EUR 34,450,200.80 so that the share capital of the company
will be EUR 15,000,000.00. The amount of the decrease EUR 19,450,200.80 will be
transferred to the reserve for invested unrestricted equity of the company. The
execution and the registration of the decrease of share capital are conditional
to a creditor protection procedure in accordance with the Companies Act.
EFORE PLC
Board of Directors
For further information please contact Mr. Reijo Mäihäniemi, President and CEO,
tel. +358 9 4784 6312
DISTRIBUTION Nasdaq OMX Helsinki Oy
Principal media
Efore Group is an international company providing services for ICT and
industrial electronics. Its operations comprise energy saving custom-designed
power supplies, power systems, manufacturing of demanding electronics, and
related service and maintenance.
Efore's head office is in Espoo, Finland. 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 2009, consolidated net sales totaled EUR 64.1 million and
the Group's personnel averaged 565. The company's share is quoted on the Nasdaq
OMX Helsinki Ltd.
www.efore.com
DECISIONS OF THE ANNUAL GENERAL MEETING OF EFORE PLC AND THE MEETING OF THE BOARD OF DIRECTORS
| Source: Enedo Oyj