Cleantech Invest Plc
Company Release 20 April 2015 at 8 p.m. (EET)
DECISIONS OF CLEANTECH INVEST PLC'S ANNUAL GENERAL MEETING AND THE BOARD OF DIRECTORS
The Annual General Meeting of Cleantech Invest Plc was held on 20 April 2015 in Helsinki. A total of 34 shareholders, 3,210,300 series A shares, 4,734,891 series K shares and 97,908,120 votes were represented in the meeting.
The Annual General Meeting resolved on the following issues:
Adoption of the annual accounts, resolution on the use of the profit shown on the balance sheet and the payment of dividends, resolution on the discharge from liability
The Annual General Meeting adopted the annual accounts for 2014 and resolved that the net loss of EUR 868,261.99 be transferred to retained earnings / loss account and that no dividend be paid. The Annual General Meeting discharged the members of the Board of Directors and the CEO from liability for the year 2014.
Resolution on the remuneration of the members of the Board of Directors and election of members of the Board of Directors
The Annual General Meeting resolved that the members of the Board of Directors be paid EUR 400 per month. The remuneration of the members of the Board of Directors is not paid to persons working for the company. The members of the Board of Directors are reimbursed for reasonable travel and lodging costs. Travel and lodging costs will not be compensated to those members of the Board of Directors who reside in the greater Helsinki area when the meetings are held in the greater Helsinki area.
The Annual General Meeting resolved that five members be elected to the Board of Directors and re-elected from the current members of the Board of Directors Mr. Lassi Noponen, Mr. Jan Forsbom and Mrs. Tarja Teppo and elected Mr. Timo Linnainmaa and Mr. Thomas Bengtsson as new members to the Board of Directors. The term of office of the members of the Board of Directors ends at the closing of the Annual General Meeting following the election..
Remuneration and election of the auditor
The Annual General Meeting resolved that the auditor's fees are paid according to the auditor's invoice approved by the company. The Annual General Meeting re-elected Deloitte & Touche Oy, Authorized Public Accountants as the company's auditor. Deloitte & Touche Oy has informed that the principal auditor will be Mr. Aleksi Martamo, Authorised Public Accountant. The term of office of the auditor ends at the closing of the Annual General Meeting following the election.
Amendment of the Articles of Association
The Annual General Meeting resolved that paragraph 3 Shares of the Articles of Association is amended to read as follows:
The company's shares belong to the book-entry system. Company may have class K shares and class A shares. Each class K share entitles the holder to twenty (20) votes and each class A share to one (1) vote at the General Meeting. In other respects, the share classes have equal rights. Based on request made by its holder to the Board of Directors, class K share may be converted into class A share by using conversion ratio of 1:1.
Acquisition of the company's own shares
The Annual General Meeting resolved to authorize the Board of Directors to decide on acquisition of the company's own shares. The Board of Directors is authorized to repurchase a maximum of 908,685 company's own class A shares and/or accept company's own class A shares as pledge on the company's unrestricted equity. This amount corresponds to approximately 5.0 per cent of the company's shares. The acquisition may take place in one or more instalments. The purchase price shall not be lower than the lowest price paid for the company's class A shares in multilateral trading on the acquisition date and shall not be higher than the highest price paid for the company's class A shares in multilateral trading on the acquisition date. In connection with the execution of the acquisition of own shares derivatives, share lending or other contracts customary to capital markets and permitted by laws and regulations may be entered into at price determined by the markets. The authorization entitles the Board of Directors to decide on the acquisition in deviation from the shareholders' shareholding (directed acquisition).
Shares may be repurchased to be used as consideration in possible acquisitions or other business arrangements of the company, to finance investments, as part of the company's incentive scheme or to be retained, otherwise conveyed or cancelled. The Board of Directors shall decide on other terms and conditions relating to acquisition of own shares. The authorization is valid for eighteen (18) months from the decision of the General Meeting.
Authorizing the Board of Directors to decide on issuance of shares, options and other special rights
The Annual General Meeting authorized the Board of Directors to decide, in one or more transactions, 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 class A shares to be issued based on the authorization may in total amount to a maximum of 3,634,740 shares, representing approximately 20 per cent of the company's shares on the date of this notice. 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 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), if there is a weighty financial reason for the company, such as using the shares as consideration in future acquisitions or other business arrangements or to finance investments. The authorization cannot be used for the company's incentive scheme.
Shares may be conveyed either against payment or free of charge in the company's share issues. A directed share issue may be a share issue without payment only if there is an especially weighty reason for the same both for the company and in regard to the interests of all shareholders in the company. The authorization cancels the authorization granted by the Annual General Meeting on 19 March 2014 to decide on the issuance of shares as well as the issuance of special rights entitling to shares. The authorization is valid until 30 June 2017.
Remuneration scheme for the company's key personnel
The Annual General Meeting resolved on a remuneration scheme for the company's key personnel as follows:
The amount of remuneration to be paid based on the remuneration scheme is determined based on returns received by the company from its portfolio companies. The right to remuneration is triggered per portfolio company when the company has received a return from the portfolio company equal to its total investment in the portfolio company added with 50 per cent either through sale of shares in the portfolio company, distribution of the portfolio company's assets and/or other return (e.g. interest income) received from the portfolio company. From the returns exceeding the abovementioned sum, a maximum of 5 per cent in total may be paid as remuneration to persons participating in the remuneration scheme.
The remuneration scheme is in force for the years 2015-2025. The remuneration may be paid in cash and/or in form of insurance premiums payable for the group life insurance policy to be possibly taken for the persons participating in the remuneration scheme or in other form of compensation resolved by the Board of Directors.
The Board of Directors selects the persons who may participate in the remuneration scheme from the management of the company as well as from other possible key persons of the company. The Board of Directors resolves the persons participating in the remuneration scheme, decides on payment and allocation of remuneration as well as all other terms and conditions of the scheme.
The minutes of the Annual General Meeting will be available at the company's website on 4 May 2015 at the latest.
Organising meeting of the Board
The new Board of Directors held its organising meeting after the Annual General Meeting and elected Lassi Noponen as the Chairman of the Board and Thomas Bengtsson as the Vice Chairman of the Board.
CLEANTECH INVEST PLC
Board of Directors
Further information:
Alexander Lidgren, Managing Director of Cleantech Invest Plc
tel. +46 73 660 1007
alexander.lidgren@cleantechinvest.com
Certified Advisor Access Partners Oy, tel. +358 9 682 9500.
Cleantech Invest in brief
Cleantech Invest focuses on clean energy and efficient use of natural resources. The company owns minorities in a diversified portfolio of companies and is actively looking for new capital light and high impact businesses within the cleantech universe. Cleantech Invest invests in the most promising early-stage and growth cleantech companies in Finland, Sweden and in the Baltic Sea area. The company management team members are international pioneers in cleantech investing. Cleantech Invest is also a designated Accelerator in the Vigo Program initiated by the Ministry of Employment and the Economy. For more information: www.cleantechinvest.com.
HUG#1912641