Espoo, Finland, 2015-03-31 12:50 CEST (GLOBE NEWSWIRE) --
Efore Plc Stock Exchange Release 31 March 2015 at 1.50 p.m.
The Annual General Meeting of Efore Plc was held on 31 March 2015 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 January 2014 - 31 December 2014 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 2014.
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 five. 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 2016.
AUDITOR
Authorized Accounting Firm KPMG Oy Ab was re-elected as the company's auditor. Henrik Holmbom will act 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 the holdings of the shareholders (directed acquisition).
The authorization cancels the authorization given by the Annual General Meeting on 10 April 2014 to resolve on the acquisition of the company's own shares.
The authorization is valid until 30 June 2016.
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 Annual General Meeting on 10 April 2014 to decide on the issuance of shares and special rights entitling to shares.
The authorization is valid until 30 June 2016.
EFORE PLC
Board of Directors
For further information please contact Ms. Riitta Järnstedt, CFO, tel. +358 9 4784 6372
DISTRIBUTION
Nasdaq OMX Helsinki Ltd
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 Tunis. Sales and marketing operations are located in Europe, United States and China. In the fiscal year ending in December 2014, consolidated net sales totalled EUR 85,3 million and the Group's personnel averaged 914. The company's share is quoted on the Nasdaq OMX Helsinki Ltd.
www.efore.com