Espoo, Finland, 2014-04-11 08:00 CEST (GLOBE NEWSWIRE) --
EFORE PLC Stock Exchange Release 11 April 2014 at 9.00 a.m.
The Annual General Meeting of Efore Plc was held on 10 April 2014 in Helsinki. Timo Lappi, 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 1 November 2012 - 31 December 2013 and discharged the Board of Directors and the CEO from liability for their actions in the past financial year.
DIVIDEND
The Annual General Meeting approved the proposal of the Board of Directors not to distribute any dividend for the financial period that ended on 31 December 2013.
BOARD OF DIRECTORS
The Annual General Meeting resolved on the proposal of the Compensation Committee of the Board of Directors that the following monthly remuneration be paid to the members of the Board of Directors:
the Chairman of the Board of Directors 3,500 euro per month
the other members of the Board of Directors 1,750 euro per month
Travel and accommodation expenses are payable against receipt.
In accordance with the proposal of shareholders representing more than 40 % of the votes in the company, the Annual General Meeting set the number of the members of the Board of Directors at six. Francesco Casoli, Olli Heikkilä, Päivi Marttila, Marjo Miettinen, Jarmo Simola and Jarkko Takanen were re-elected as members of the Board of Directors for a period ending at the end of the Annual General Meeting 2015.
In its first meeting held after the Annual General Meeting, the Board of Directors elected Päivi Marttila to continue as Chairman. The Board of Directors has evaluated the independence of the Board members in compliance with the recommendations of the Finnish Corporate Governance Code. It is the view of the Board of Directors that all Directors are independent of the company, and all Directors, excluding Jarkko Takanen and Francesco Casoli, are independent of significant shareholders. Päivi Marttila was elected as Chairman of the Compensation Committee and Marjo Miettinen and Jarmo Simola were elected as members. The Board did not establish any other committees.
AUDITOR
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.
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 or their acceptance as pledge, in one or several instalments, on the following terms and conditions:
Based on the authorization 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 OMX 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 theholdings of the shareholders (directed acquisition).
The authorization cancels the authorization given by the Extraordinary General Meeting on 26 August 2013 to resolve on the acquisition of the company's own shares.
The authorization is valid until 30 June 2015.
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 5,000,000 shares, corresponding to approximately 9.0 % 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 Extraordinary General Meeting on 26 August 2013 to decide on the issuance of shares and special rights entitling to shares.
The authorization is valid until 30 June 2015.
EFORE PLC
Board of Directors
For further information please contact Mr. Vesa Vähämöttönen, President and CEO, tel. +358 9 4784 6312
DISTRIBUTION
Nasdaq OMX Helsinki Ltd
Principal media
Efore Group
The Efore Group is an international company that 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, the United States and China. In the fiscal year ending in December 2013, consolidated net sales totalled EUR 82.5 million, and the Group's personnel averaged 836. The company's shares are quoted on Nasdaq OMX Helsinki Oy.
www.efore.com