Resolutions of the Annual General Meeting and organization of the Board of Efore Plc

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 05.April 2017

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 Decisions of general meeting

Espoo, Finland, 2017-04-05 11:35 CEST (GLOBE NEWSWIRE) -- EFORE PLC     Stock Exchange Release    April 5, 2017  at 12:35 p.m.


The Annual General Meeting of Efore Plc was held on 5 April 2017 in Espoo. The Annual General Meeting adopted the financial statements of Efore Group and Efore Plc for the financial year 1 January 2016 - 31 December 2016 and discharged the Board of Directors and the CEOs 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 2016.

BOARD OF DIRECTORS

The Annual General Meeting resolved on the proposal of the Board of Directors that the following monthly remuneration be paid to the members of the Board of Directors:

Chairman of the Board of Directors            3,500 euro per month
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 30 % of the shares and votes in the company, the Annual General Meeting set the number of the members of the Board of Directors at four.
Marjo Miettinen, Tuomo Lähdesmäki, Jarmo Simola and Antti Sivula were re-elected as members of the Board of Directors for a period ending at the end of the Annual General Meeting 2018.

AUDITOR

Authorized Public Accountants 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 Nasdaq 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 30 March 2016 to resolve on the acquisition of the company's own shares.

The authorization is valid until 30 June 2018.

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, 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 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 30 March 2016 to decide on the issuance of shares and special rights entitling to shares.

The authorization is valid until 30 June 2018.

Shareholders' permanent Nomination Board

The Annual General Meeting decided to establish a permanent Shareholders' Nomination Board to prepare future proposals concerning the election and remuneration of the members of the Board of Directors to the General Meetings. In addition, the Meeting adopted the charter of the Shareholders' Nomination Board available at the company’s website www.efore.com.

The Nomination Board consists of four (4) members, three (3) of which shall be appointed by the company's three (3) largest shareholders, who shall be entitled to nominate one member each. The Chairman of the Board of Directors of the company shall serve as the fourth member. The company itself cannot be a member of the Shareholders' Nomination Board.

The Chairman of the Board of Directors convenes the first meeting of the Nomination Board. The Nomination Board shall elect a Chairman from among its members, and the Nomination Board convenes thereafter at the notice of the Chairman of the Nomination Board. When the Nomination Board has been appointed, the company will publish the composition by a release.

ORGANIZATION OF THE BOARD

In its first meeting held after the Annual General Meeting, the Board of Directors re-elected Tuomo Lähdesmäki as Chairman of the Board of Directors and Marjo Miettinen as Vice Chairman.

The Board of Directors has evaluated the independence of the Board members in compliance with the recommendations of the Finnish Corporate Governance Code 2015. It is the view of the Board of Directors that all Board members are independent of the company and of its significant shareholders.

It was also resolved that the Board of Directors will establish an audit committee and that the duties of the audit committee are discharged by the entire Board. No other separate committees of the Board were established.



EFORE PLC

Board of Directors




For further information please contact  Mr. Jorma Wiitakorpi, President and CEO, tel. +358 40 175 8510

DISTRIBUTION

Nasdaq Helsinki Oy
Principal media

Efore Group

Efore is an international Group which develops and produces demanding power products. Efore's head office is based in Finland and its R&D functions are located in Finland, Sweden, Italy and China. Sales and marketing operations are located in Europe, United States and China. In the financial year ending in December 2016, consolidated net sales totalled EUR 75.4 million and the Group's personnel averaged 679. The parent company's share is quoted on the Nasdaq Helsinki Ltd.
www.efore.com

 


 

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