EFORE PLC Stock Exchange Release January 8, 2009 3.25 p.m.
NOTICE OF EFORE PLC ANNUAL GENERAL MEETING
Notice is given to the shareholders of Efore Plc of the Annual General Meeting
to be held on 29 January 2009 at 6 p.m. at Radisson SAS Royal Hotel,
Runeberginkatu 2, Helsinki.
The registration of the persons who have given a prior notice to attend will
commence at 5.30 p.m.
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 Count the 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, the Report of the Board of Directors and
the Auditor's Report for the Year 2008
Review by the CEO
7. Adoption of the Annual Accounts
8. Resolution on the Use of the Profit Shown on the Balance Sheet and the
Payment of Dividend
The Board of Directors proposes to the Annual General Meeting that the
shareholders of the company be paid a dividend of EUR 0.04 per share.
The Board of Directors further proposes to the Annual General Meeting that the
General Meeting shall authorise the Board of Directors to resolve on the
distribution of additional dividend pursuant to chapter 13, section 6,
sub-section 2 of the Finnish Companies Act, on the following terms and
conditions:
On the basis of the authorization, the Board of Directors may decide on the
distribution of an extraordinary dividend so that the amount of dividend on the
basis of the authorization in total does not exceed EUR 0.05 per share. The
extraordinary dividend may be distributed either on one or more occasions.
The authorisation is proposed to include the right of the Board of Directors to
resolve on all other terms and conditions relating to the distribution of
dividend. The authorisation is proposed to be valid until the next Annual
General Meeting.
9. Resolution on the Discharge of the Members of the Board of Directors and the
CEO from Liability
10. Resolution on the Remuneration of the Members of the Board of Directors
The Nomination Committee proposes to the Annual General Meeting that the monthly
remuneration payable to the Board Members shall be as follows: EUR 3.500 to the
chairman and EUR 1.750 to the deputy chairman and to the other members. The
Board of Directors proposes that an attendance fee of EUR 1,000 per meeting be
paid to the chairman and EUR 500 per meeting to the deputy chairman and to other
members. The travel expenses of Board members are proposed to be paid in
accordance with the decision given by the Finnish Tax Administration. In
addition, the Nomination Committee proposes that a fee of EUR 500 be paid to
committee members per meeting.
11. Resolution on the Number of Members of the Board of Directors
The Nomination Committee proposes to the Annual General Meeting that the number
of Board members be set at six (6).
12. Election of Members of the Board of Directors
The Nomination Committee proposes to the Annual General Meeting to nominate the
following members of the Board of Directors; Isto Hantila, Marko Luoma, Ari
Siponmaa, Timo Syrjälä, Matti Tammivuori and Matti Vikkula.
13. Resolution on the Remuneration of the Auditor
The Board of Directors proposes that the auditor elected by the Annual General
Meeting shall be paid as invoiced.
14. Election of Auditor
The Board of Directors proposes the election of KPMG Oy Ab as the company's
auditor and Authorized Public Accountant Lasse Holopainen as the responsible
auditor.
15. Authorizing the Board of Directors to Decide on the Repurchase of the
Company's Own Shares
The Board of Directors proposes to the Annual General Meeting that the General
Meeting would authorise the Board of Directors to resolve on the acquisition of
the company's own shares, in one or several instalments, on the following terms
and conditions:
A maximum of 4,000,000 own shares, or a lower amount that in addition to the
shares already owned or pledged by the company is no more than 10 per cent of
all shares, may be acquired on the basis of the authorisation.
The shares shall be acquired in public trading arranged by the NASDAQ OMX
Helsinki Oy at the prevailing market price. The minimum price of the shares to
be acquired is thus the lowest market price quoted in public trading during the
validity of the authorisation; and the maximum price is the highest market price
quoted in public trading during the validity of the authorisation. The rules and
regulations of the NASDAQ OMX Helsinki Oy and of the Central Securities
Depository shall be complied with in the acquisition.
On the basis of the authorisation, the Board of Directors may resolve on the
acquisition of own shares only by using unrestricted equity.
The authorisation includes the right of the Board of Directors to resolve on all
other terms and conditions relating to the acquisition of the company's own
shares. Thus, the authorisation also includes the right to acquire own shares
otherwise than in proportion to the holdings of the shareholders.
The authorisation is proposed to be valid until the next Annual General Meeting.
16. Authorizing the Board of Directors to Decide on the Issuance of Shares as
well as the Issuance of Options and Other Special Rights Entitling to Shares
The Board of Directors proposes to the Annual General Meeting that the General
Meeting authorises the Board of Directors to resolve on issuing new shares in
one or several installments and conveying the shares held by the company.
The new shares would be issued and the company's own shares (treasury shares)
conveyed either against payment (rights issue) or for free (bonus issue) to the
company's shareholders in proportion to their holding, or by means of a directed
issue, waiving the pre-emptive subscription right of shareholders, if there is a
weighty financial reason for the company to do so, such as the use of the shares
as consideration in acquisitions or other business arrangements, to finance
investments or as part of the company's incentive scheme. The directed issue can
be a bonus issue only if there is an especially weighty reason for the company
to do so, taking the interests of all shareholders into account.
The authorisation would also include the right to grant special rights, as
specified in Chapter 10, Article 1 of the Companies Act, to receive new shares
in the company or shares held by the company against payment such that either
the share subscription price will be paid in cash or the subscriber's
receivables will be offset against the subscription price.
A maximum of 13,000,000 new shares can be issued and/or granted on the basis of
special rights. In addition a maximum of 4.000,000 own shares held by the
company can be conveyed in share issues or conveyed and/or received on the basis
of special rights.
In addition, the authorisation would include the right to decide on a bonus
issue to the company itself such that the number of shares issued to the company
would amount to no more than one tenth (1/10) of all the company's total share
capital. Own shares held by the company or its subsidiaries will be included in
this amount as specified in Chapter 15, Article 11, Paragraph 1 of the Companies
Act. The regulations regarding a company's own shares shall apply to new
registered shares.
The Board of Directors would have the right to decide on other details related
to the issue of shares.
The authorization would be valid until the Annual General Meeting in 2011.
17. Proposal by the Board of Directors to Amend the Articles of Association
The Board of Directors proposes that the current Articles of Association be
amended such that Article 3, which concerns the minimum and maximum share
capital, Article 4, which concerns the minimum and maximum number of shares, be
deleted. In addition, the numbering of Articles 5 to 13 of the Articles of
Association would be changed, and the new articles 3,7,10 and 11 would be
amended to read as follows:
“Article 3 Book-entry securities system
The company's shares shall belong to the book-entry securities system.
Article 7 Right to represent the company
The company shall be represented by the Chairman of the Board and the Managing
director, both acting alone, and by the Board of Directors as a whole, or by two
board members acting together. The Board of Directors may authorise other named
persons to represent the company such that they shall represent the company
either two together or with a Board member or the Managing Director.
Article 10 Invitations to general meetings
The Invitation to the Annual General Meeting and Extraordinary General Meeting
shall be published at the Company's Internet pages at the earliest two (2)
months and at the latest twenty-one (21) days before the meeting. The Board of
Directors may also decide to inform about the general meetings in one or more
newspapers.
Article 11 Annual General Meeting
The Annual General Meeting shall be held within six (6) months of the expiry
date of the financial period.
The Annual General Meeting can be held in Helsinki in addition to the company's
place of domicile. In order to be allowed to participate in the Annual General
Meeting, shareholders are required to register for the meeting no later than the
date mentioned in the invitation to the meeting, which must not be earlier than
ten (10) days prior to the meeting.
At the meeting, the following shall be:
presented
- the financial statements, the consolidated financial statements and annual
report;
- the auditors' report;
decided
- adoption of the financial statements and consolidated financial statements;
- use of the profits shown in the balance sheet;
- to discharge of the Board members and the Managing Director from liability;
- fees of the Board members and the principles of compensation of travel costs,
and remuneration of auditor;
- the number of Board members;
elected
- members of the Board of Directors;
- the auditor;
dealt with
- other matters noted in the invitation to the meeting.”
18. Closing of the Meeting
B. Documents of the General Meeting
The proposals of the Board of Directors and the annual accounts are also
available at the company from 22 January 2009 and at the General Meeting. Copies
of those documents and of this notice will be sent to shareholders upon request.
C. Instructions for the Participants in the General Meeting
1. The Right to Participate and Registration
Each shareholder, who is registered on 19 January 2009 in the shareholders'
register of the company held by Finnish Central Securities Depository Ltd., has
the right to participate in the general meeting.
A shareholder, whose shares are registered on his/her personal 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 no later than 26 January 2009 latest at 4 p.m. by giving a prior
notice of participation. Such notice can be given:
-by e-mail; anu.virokannas@efore.fi
-by telephone to Anu Virokannas, +358 9 478 46341
-by telefax to Anu Virokannas, + 358 9 478 46500
-by regular letter to Efore Oyj, Anu Virokannas, Linnoitustie 4 A, 02600 Espoo.
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. The personal data given to Efore Oyj is used only in
connection with the general meeting and with the processing of related
registrations.
Pursuant to chapter 5, section 25 of the Company's 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.
2. Proxy Representative and Powers of Attorney
A shareholder may participate in the general meeting and exercise his/her rights
at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
general meeting.
Possible proxy documents should be delivered in originals to Efore Oyj, Anu
Virokannas, Linnoitustie 4 A, 02600 Espoo, Finland before the last date for
registration.
3. Holders of Nominee Registered Shares
A holder of nominee registered shares, who wants to participate in the general
meeting, must be entered into the shareholders' register of the company on the
record date 19 January 2009 of 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 issuing of proxy documents and registration for the general meeting
from his/her custodian bank.
EFORE PLC
Board of Directors
For further information please contact Mr. Reijo Mäihäniemi, President and CEO,
tel. +358 9 4784 6312
DISTRIBUTION Nasdaq OMX Helsinki Oy
Principal media
Efore Group is an international company providing services for ICT, industrial
automation and health care industries. Its operations comprise energy saving
custom-designed power supplies, power systems, manufacturing of demanding
electronics, and related service and maintenance.
Efore's head office is in Espoo, Finland. Besides Finland, the company's product
development and marketing units are located in China, the USA and Sweden. Its
production units are located in China, Estonia and the USA. In the fiscal year
ending in October 2008, consolidated net sales totaled EUR 78,3 million and the
Group's personnel averaged 637. The company's share is quoted on the Nasdaq OMX
Helsinki Ltd.
www.efore.com