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.
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.
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.
Board of Directors
For further information please contact Mr. Vesa Vähämöttönen, President and CEO, tel. +358 9 4784 6312
Nasdaq OMX Helsinki Ltd
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.
Vesa Vähämöttönen, President and CEO, tel. +358 9 4784 6312