EFECTE PLC -- COMPANY ANNOUNCEMENT -- 22 March 2023 at 14.00
Efecte Plc: Decisions by the Annual General Meeting 2023
Efecte Plc held its Annual General Meeting on 22 March 2023 at Laurea Leppävaara Campus, main building, meeting room Tuomo (Vanha maantie 9, 02650 Espoo).
Approximately 49 percent of Efecte's shares were represented at the Meeting either at the Annual General Meeting venue (in person or represented by a proxy) or through advance voting.
The Meeting decided to adopt the financial statements and consolidated financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 1.1.-31.12.2022.
DIVIDEND PAYMENT
The Meeting decided that no dividend is distributed for the financial year 1.1.-31.12.2022.
BOARD OF DIRECTORS
Five (5) members were elected to the Board. Pertti Ervi, Turkka Keskinen, Esther Donatz and Eric Gustavsson were re-elected as members of the Board and Panu Hannula was elected as new member of the Board.
The Meeting decided that remuneration for the elected board members remains unchanged and is paid for the following term of office as follows: Chairman of the Board EUR 45,000 and other members of the Board of Directors EUR 25,000 per year. Approximately 40 per cent of the remuneration will be paid in Efecte Plc’s shares and approximately 60 per cent will be paid in cash. The part of the remuneration paid in shares will be paid by issuing new shares and/or transferring the Company’s own shares to Board members within four weeks from the release of the business review for 1 January to 31 March 2023 or, if this is not possible considering insider rules, as soon as possible thereafter. The Company shall be liable for any transfer tax payable as a result of the payment of the share part of the remuneration.
In addition, the Board of Directors are compensated for reasonable travelling and other costs for attending the Board meetings and relating to other Board work.
AUDITOR
The authorised public accountants BDO Oy was elected as the auditor of the company, with Taneli Mustonen, APA, as the auditor in charge. The remuneration of the auditor will be paid against an invoice approved by the company.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Meeting decided that Article 9 of the articles of association of the Company is amended to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting in addition to the Company’s domicile Espoo or in Helsinki as currently provided in the articles of association. In its amended form, said provision of the articles of association reads as follows (unofficial translation in English below for informational purposes only):
9 § Annual General Meeting
The Annual General Meeting is to be held each year within six months from the end of the financial year.
At the Meeting, the following shall be presented:
1. financial statements for the company and possibly for the group as well as a report of the Board of Directors;
2. auditor’s report;
resolved upon:
3. confirmation of the company’s financial statements and possibly that of the group;
4. use of the profit indicated in the financial statements;
5. discharge of liability for the Board members and the CEO;
6. number of the Board members;
elected:
7. the members of the Board of Directors as well as
8. the auditor.
The Annual General Meeting may be held in the company’s domicile or Helsinki. In addition, the Board of Directors may resolve on organising the general meeting without a meeting venue whereby the shareholders have the right to exercise their decision-making power in full in real time during the meeting using telecommunication connection and technical means.
AUTHORISATIONS FOR THE BOARD
The Meeting authorised the Board of Directors to resolve to repurchase a maximum of 450,000 shares of the company in one or several instalments by using funds in the unrestricted shareholders’ equity. The number of shares corresponds to approximately 7.0 per cent of all shares in the company. The shares may be repurchased in order to improve the capital structure of the company, to carry out acquisitions or other arrangements related to the company’s business, to be transferred or cancelled for other purposes, to be used in the company’s incentive plans, or if the Board of Directors otherwise deems it to be in the interest of shareholders. The price paid for the shares repurchased under the authorisation shall be based on the market price of the company’s share in public trading. The minimum price to be paid shall be the lowest market price of the share quoted in public trading during the authorisation period and the maximum price the highest market price quoted during the authorisation period. The company’s own shares may be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). It is proposed that the authorisation be effective until the next Annual General Meeting, however, at the latest until 30 June 2024. The authorisation will revoke the repurchase authorisation granted by the Annual General Meeting on 17 March 2022.
The Meeting authorised the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or several instalments in the manner described below. The Board may decide to offer an aggregate maximum of 620,000 new shares. The Board may decide to issue new shares or shares held by the company. The maximum number of shares included in the proposed authorisation accounts for approximately 9.7 per cent of the company’s shares. The authorisation includes the right to issue shares, option rights and/or other special rights entitling to shares through private offering, in other words, to deviate from the shareholders’ pre-emptive right, if there is a weighty financial reason for doing so from the company’s point of view, such as using them as consideration to carry out acquisitions or other arrangements or investments related to the company’s business, and/or as part of the remuneration of the Board members paid in shares as resolved by the Annual General Meeting. The authorisation also includes the right to issue shares, option rights and/or other special rights entitling to shares against payment or without charge. Issuance without charge requires that there is an especially weighty financial reason for doing so from the company’s point of view and taking the interests of the company’s all shareholders into consideration. Under the authorisation, the Board of Directors will be entitled to decide on any terms and conditions of the issuance of shares, option rights and other special rights entitling to shares, including the recipients and the compensation to be paid. The authorisation is effective until the next Annual General Meeting, however, at the latest until 30 June 2024. The authorisation will revoke the share issue authorisations granted by the Annual General Meeting on 17 March 2022.
ORGANISATION OF THE BOARD
The Board of Directors held the organisation meeting after the Annual General Meeting and Pertti Ervi was elected Chair of the Board.
Further enquiries:
Tatu Paavilainen, Head of Legal, +358 400 383 064
Certified Adviser:
Evli Plc, tel +358 40 579 6210
Efecte Plc
Efecte helps people digitalize and automate their work. Customers across Europe leverage our cloud service to operate with greater agility, to improve the experience of end-users, and to save costs. The use cases for our solutions range from IT service management and ticketing to improving employee experiences, business workflows, and customer service. We are the European Alternative to the global goliaths in our space. Our headquarters is located in Finland and we have regional hubs in Germany, Poland, Spain and Sweden. Efecte is listed on the Nasdaq First North Growth Market Finland marketplace.
