Enedo Plc Stock Exchange Release 3 April 2020 at 9:30 a.m.
Notice of Enedo Plc's Annual General Meeting
Notice is given to the shareholders of Enedo Plc of the Annual General Meeting to be held on Friday, 24 April 2020 at 10.00 a.m. at the head office of the company, address Martinkyläntie 43, Vantaa. The reception of persons who have registered for the meeting will commence at 9.50 a.m.
Enedo takes the coronavirus situation seriously and will take precautionary measures to be able to hold the General Meeting and to ensure the safety of the persons who must be present in person at the General Meeting.
Enedo urges shareholders to participate in the meeting by proxy when possible and to avoid participating in the meeting in person. The General Meeting can only be held if the number of persons present is so small that the official guidelines can be complied with.
In order to minimize the number of persons present in the meeting and also to ensure that the shareholders can exercise their voting rights, shareholders are offered a possibility to authorize a lawyer from Fondia Plc to represent themselves at the meeting (for free). For this purpose, a ready-made proxy form and more detailed guidance for issuing the authorization are available at the company’s website https://enedopower.com/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2020/.
The shareholders who have registered for the meeting in accordance with this notice of General Meeting and are represented by a proxy will be offered the opportunity to follow the meeting through a webcast held in Finnish. Shareholders following the meeting remotely are not considered to attend the General Meeting in person and it will not pe possible to ask questions or participate in any vote via the webcast.
A shareholder who has given a proxy can nonetheless pose questions regarding matters to be discussed at the General Meeting beforehand via e-mail to ir@enedopower.com until 4 p.m. on 17 April 2020. The aim is to answer the questions during the meeting. The shareholders participating in the meeting by a proxy will be sent a link to the webcast by e-mail at latest an hour before the meeting starts.
The aim is to keep the Annual General Meeting as short as possible, while ensuring that all legal obligations are fulfilled.
In addition, Enedo is taking the following measures in order to avoid risks at the General Meeting:
- participation of the members of Board of Directors and the Management Team is limited to a minimum;
- the presentations are abbreviated;
- a separate and longer CEO’s Review will be available at the company’s website after the meeting;
- there will be no catering at the Meeting, before it or after it;
- hand sanitizer will be available for the participants;
- the seats will be spaced as apart as possible.
Changes to the meeting arrangements are possible due to the coronavirus situation. Enedo kindly ask its shareholders to follow further information and instructions on attending the General Meeting on the company’s website https://enedopower.com/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2020/ and to comply with the official guidance and recommendations.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, consolidated annual accounts, the report of the Board of Directors and the auditor's report for the financial period 1 January 2019 - 31 December 2019.
Review by the CEO
7. Adoption of the annual accounts and consolidated annual accounts
8. Resolution on the use of the result shown on the balance sheet and resolution on the payment of dividend
The Board of Directors proposes to the Annual General Meeting that the loss of the parent company for the financial period of EUR -18,037,691.27 shall be transferred to the accrued earnings account, and that the Annual General Meeting would resolve not to distribute any dividend to the shareholders for the financial period 1 January 2019 through 31 December 2019.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Review of the Remuneration Policy
Presentation of the Remuneration Policy regarding the principles for remuneration of the members of the Board and CEO and the advisory resolution of the General Meeting to approve the policy.
The Remuneration Policy is attached to this notice and is available on the company’s website https://enedopower.com/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2020.
11. Resolution on the remuneration of the members of the Board of Directors and the principles of compensation of travel costs
The Nomination Board proposes to the Annual General Meeting that the fees remain unchanged and accordingly that the following monthly fees be paid to the members of the Board of Directors for the term beginning at the end of the Annual General Meeting and ending at the end of the 2021 Annual General Meeting:
- Chairman of the Board of Directors EUR 3,750 per month;
- other members of the Board of Directors EUR 2,000 euro per month; and
- in addition, to the Board member functioning as Chairman of the Audit Committee, the same additional remuneration as in the previous term, i.e. EUR 750 per month.
The Nomination Board also proposes that travel expenses are payable against receipt.
12. Resolution on the number of members of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that five (5) members be elected to the Board of Directors.
13. Election of members of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that for a term starting at the end the Annual General Meeting and expiring at the closing of the 2021 Annual General Meeting, Tuomo Lähdesmäki, Matti Miettunen, Taru Narvanmaa and Antti Sivula be re-elected as members of the Board of Directors and Michael Peters be elected as a new member of the Board of Directors.
All Board member candidates have given their consent for election. All Board member candidates are considered to be independent of the company and its major shareholders.
The candidate information relevant for serving in the Board of Directors is presented at the company’s website https://enedopower.com/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2020 and https://enedopower.com/investors/governance/board-of-directors/
14. Resolution on the remuneration of the auditor
In accordance with the recommendation of the Audit Committee of Board, the Board of Directors proposes to the Annual General Meeting that the elected auditor shall be reimbursed according to the reasonable invoice of the auditor.
15. Election of auditor
In accordance with the recommendation of the Audit Committee of Board, the Board of Directors proposes to the Annual General Meeting the re-election of the Authorized Public Accountants KPMG Oy Ab as the company's auditor for the period ending at the end of the Annual General Meeting 2021. KPMG Oy Ab has informed that Authorized Public Accountant Henrik Holmbom will be the responsible auditor.
16. Authorizing the Board of Directors to decide on the issue of shares as well as the issue of options and other special rights
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized 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 1,686,500 shares, corresponding to approximately 20 % of all the shares in the company.
The Board of Directors decides on all the terms and conditions of the issuances of shares, 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, options and other 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 11 April 2019 to decide on the issuance of shares and special rights entitling to shares.
The authorization is proposed to be in force until the end of the next Annual General Meeting.
17. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The above-mentioned proposals for resolution in respect of matters on the agenda of the General Meeting, the Remuneration Policy and this notice are available on the company’s website at www.enedopower.com. Also, the company's annual report, which includes the annual accounts, the consolidated annual accounts, the annual report of the Board of Directors and the auditor's report, is available on the website referred above. The proposals for resolutions and other documents referred to above are also available at the General Meeting. Copies of these documents, together with this Notice, will be sent on request to shareholders. The minutes of the meeting will be available at the website referred to above no later than from 8 May 2020 onwards.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING
1. The right to participate and registration
Each shareholder, who is registered on 14 April 2020 in the shareholders' register of the company maintained by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.
A shareholder, who wants to participate in the General Meeting, shall register for the meeting during the period starting on 3 April 2020 and ending at 4 p.m. on 21 April 2020. The registration must reach the company by 4 p.m. on 21 April 2020 at the latest.
Such registration can be made:
a) directly by e-mail to ir@enedopower.com;
b) by telephone to Enedo Plc / Anu Virokannas, +358 9 478 466; or
c) by mail to Enedo Plc / Anu Virokannas, Martinkyläntie 43 FI-01720, Vantaa.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Enedo Plc is used only in connection with the General Meeting and the necessary processing of related registrations.
A shareholder, his/her representative or proxy representative shall, if needed, be able to prove his/her identity and/or right of representation when attending the meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of those shares based on which he/she, on 14 April 2020, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Oy at the latest by 10:00 a.m. on 21 April 2020. As regards nominee registered shares this constitutes due registration for the meeting.
A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the giving of proxy documents and registration for the General Meeting from his/her custodian bank in good time in advance of the General Meeting. The account management organization of the custodian bank will need to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the shareholders' register of the company at the latest by 10:00 a.m. on 21 April 2020.
3. Proxy representative and powers of attorney
As noted in the beginning of the Notice, the company requests shareholders to avoid participating in the meeting in person and recommends instead that shareholders authorize a lawyer from Fondia Plc as their proxy in the meeting. A ready-made proxy form and more detailed guidance on issuing the authorization are available at the company’s website https://enedopower.com/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2020.
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting also by way of other proxy representation. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Shareholders are requested to deliver proxy documents via e-mail to ir@enedopower.com or in original via mail to Enedo Plc/ Anu Virokannas, Martinkyläntie 43 FI-01720 Vantaa, before the end of the registration period.
The General Meeting can only be held if the number of persons present is so small that the official guidelines can be complied with.
4. Other information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of the notice 3 April 2020, the total number of shares and votes in the company is 8,432,735.
The General Meeting will be held in Finnish.
ENEDO PLC
THE BOARD OF DIRECTORS
For further information please contact Mr. Vesa Leino, CEO, on tel. +358 40 759 8956.
DISTRIBUTION
Nasdaq Helsinki Oy
Principal media
Appendix: Remuneration Policy
Enedo
Enedo is a European designer and producer of high-quality electronic power supplies and systems for critical equipment even in the most demanding environments. Enedo´s mission is to make electricity better – more reliable, more secure, more energy efficient – and just right to fit its purpose. Enedo´s three main product categories are Led Drivers, Power supplies and Power Systems. In 2019 the group´s revenue was EUR 43,3 million. Enedo has 394 employees and its main functions are located in Finland, Italy, Tunisia and USA. The group´s head office is in Finland and parent company Enedo Oyj is listed on Nasdaq Helsinki Oy.
www.enedopower.com
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