Efecte Plc: Notice of the Annual General Meeting
EFECTE PLC -- NOTICE OF ANNUAL GENERAL MEETING -- 11 February 2022 at 8.30
Efecte Plc: Notice of the Annual General Meeting
Notice is given to the shareholders of Efecte Plc to the Annual General Meeting to be held on Thursday 17 March 2022 starting at 12:00 noon (EET) at the Company headquarters at the address Säterinkatu 6, Espoo, Finland. The Company’s shareholders may participate in the Annual General Meeting and exercise their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance. Instructions for shareholders are provided in this notice’s section C. Instructions for the participants in the General Meeting.
In light of the rapidly evolving COVID-19 situation, and to take into account the health and safety of the shareholders, employees and other stakeholders of the Company, the Board of Directors of the Company has resolved on exceptional meeting procedures based on the so-called temporary act (375/2021) which came into force on 8 May 2021.
It is not possible to participate in the General Meeting in person at the meeting venue.
If a shareholder wishes to submit questions to the Company’s management referred to in chapter 5, section 25 of the Limited Liability Companies Act, such questions need to be submitted in advance as further described below in section C.5, Other information, of this notice.
The Company will publish video recordings made in advance of the Chairman of the Board’s address and the review of the CEO at the latest on Friday, 24 February 2022, on the Company’s website at https://investors.efecte.com. Shareholders are requested to observe that the video recordings are not a part of the General Meeting or the official General Meeting material.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney-at-law Riikka Rannikko will serve as chairman of the meeting. In case Riikka Rannikko is prevented from serving as the chairman for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to serve as the chairman.
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
The Company’s Legal Counsel Tatu Paavilainen will scrutinise the minutes and supervise the counting of votes. In the event Tatu Paavilainen is prevented from scrutinising the minutes and supervising the counting of votes for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to scrutinise the minutes and 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
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Limited Liability Companies Act will be deemed shareholders participating in the meeting.
The list of votes will be adopted according to the information provided by Euroclear Finland Oy and by Innovatics Ltd.
6. Presentation of the Financial Statements, consolidated financial statements, the Report of the Board of Directors and the Auditor’s Report for the year 2021
As participation in the General Meeting is possible only by voting in advance, the annual review published by the Company on Friday 11 February 2022, which includes the Company’s annual accounts, consolidated accounts, the report of the Board of Directors and the Auditor’s report is deemed to have been presented to the General Meeting. The annual review shall be available on the Company’s website no later than on the abovementioned date.
7. Adoption of the Financial Statements and the consolidated financial statements
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 no dividend be distributed for the financial year that ended on 31 December 2021.
The shareholders have the right to demand minority dividend pursuant to Chapter 13 Section 7 of the Finnish Limited Liability Companies Act. The minority dividend must be distributed, if a demand to this effect is made by shareholders who have at least one tenth of all shares. The total amount of minority dividend is 55 221.21 euros (based on the situation on the date of this notice, approximately 0.0089 euros per share), which corresponds half of the profit of the financial year. A shareholder demanding minority dividend may vote for the minority dividend in advance voting, and no separate demand or counterproposal is required.
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
Efecte Plc’s shareholders who in total represent over 30 % of all Efecte Plc’s shares and votes have proposed that the members be paid the following annual remuneration for their term of office: Chairman of the Board EUR 45,000 and the other members of the Board of Directors EUR 25,000 per year each.
In addition, the above-mentioned shareholders propose that approximately 40 per cent of the remuneration be paid in Efecte Plc’s shares and approximately 60 per cent be paid in cash. The part of the remuneration paid in shares will be paid by issuing new shares and/or transferring company’s own shares to the Board members within four weeks from the release of the business review for 1 January - 31 March 2022 or, if this is not possible taking insider rules into account, as soon as possible thereafter. The number of shares to be paid shall be determined by dividing the part of remuneration payable as Efecte Plc’s shares with the volume weighted average price of shares in the Company on Nasdaq Helsinki First North Growth Market during a period of five trading days immediately following the publication of business review for 1 January - 31 March 2022. A member of the Board of Directors is not entitled to sell or transfer the shares received as Board remuneration during three years following the payment of the remuneration.
In addition, the Chairman of the Board and the other members of the Board of Directors be compensated for reasonable travelling costs for attending the Board meetings.
11. Resolution on the number of members of the Board of Directors
The Board of Directors proposes to the Annual General Meeting that five (5) members be elected to the Board.
12. Election of members of the Board of Directors
Efecte Plc’s shareholders who in total represent over 30 % of all Efecte Plc’s shares and votes have proposed that the current members of the Board Pertti Ervi, Turkka Keskinen, Päivi Rekonen, and Esther Donatz be re-elected to the Board and that Eric Gustavsson be elected as a new member for the term until the close of the next Annual General Meeting. Kari J. Mäkelä and Brigitte Falk, current members of Efecte Plc’s Board of Directors, have informed that they are not available for re-election.
The CVs of all persons proposed as Board members are available on the company's website at https://investors.efecte.com. All proposed members have given their consent to the election.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the remuneration of the auditor be paid against an invoice approved by the company.
14. Election of auditor
The Board of Directors proposes to the Annual General Meeting that Ernst & Young Oy, a firm of authorised public accountants, be re-elected as the company’s auditor for the term until the close of the next Annual General Meeting. Ernst & Young Oy has notified the company that Authorised Public Accountant Juha Hilmola would be the company’s responsible auditor.
15. Authorising the Board to decide on the repurchase of the company’s own shares
The Board of Directors proposes that the Annual General Meeting authorise 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 proposed number of shares corresponds to approximately 7.2 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 2023. The authorisation will revoke the repurchase authorisation granted by the Annual General Meeting on 23 March 2021.
16. Authorising the Board to decide on the issuance of shares, option rights and other special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorise 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 would, pursuant to the authorisation, be entitled to decide on the issuance of 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 10 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.
It is proposed that the authorisation be effective until the next Annual General Meeting, however, at the latest until 30 June 2023. The authorisation will revoke the share issue authorisations granted by the Annual General Meeting on 23 March 2021.
17. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above-mentioned proposals for decisions relating to the agenda of the Annual General Meeting as well as this notice are available on Efecte Plc’s website at https://investors.efecte.com. The Financial Statements, consolidated financial statements, the Report of the Board of Directors, and the Auditor’s Report of Efecte Plc will be available on the above-mentioned website on Friday 11 February 2022. The proposals for decisions and other above-mentioned documents are also available at the Annual General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as of Thursday 31 March 2022 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
In light of the rapidly evolving COVID-19 situation and to prevent the spread of the disease, the General Meeting will be organised so that the shareholder or the shareholder’s proxy representative is not allowed to participate in the General Meeting at the meeting venue. The Company’s shareholder can participate in the General Meeting and exercise the shareholder rights only in advance in accordance with the instructions set out below.
1. Shareholders registered in the shareholders’ register
Each shareholder who on the record date of the Annual General Meeting, i.e. 7 March 2022, is registered in the shareholders’ register of the company held by Euroclear Finland Ltd 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. The shareholder can participate in the General Meeting only by voting in advance and by submitting counterproposals and asking questions in advance as described below.
2. Notification of participation and voting in advance
Notification of participation may be submitted, and advance voting will begin at 12 noon (EET) on Friday 18 February 2022. A shareholder who wishes to participate in the General Meeting by voting in advance must register for the General Meeting and vote in advance no later than by Thursday 10 March 2022 at 4:00 pm (EET), by which time the notice of participation and advance votes must be received.
The requested information, such as the shareholder’s name, date of birth and contact details, must be provided in connection with the registration. The personal data given to Efecte or Innovatics Ltd by shareholders will be used only in connection with the General Meeting, and with the processing of related registrations.
A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can submit the notice of participation and vote in advance on certain matters on the agenda of the General Meeting between 12 noon (EET) on 18 February 2022 and 4:00 pm (EET) on 10 March 2022 in the following ways:
a) Through the Company’s website https://investors.efecte.com
Online registration and voting in advance require that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.
b) By mail or email
A shareholder voting in advance by mail or email must send the advance voting form available on the Company’s website https://investors.efecte.com or corresponding information to Innovatics Ltd by mail to the address Innovatics Ltd, General Meeting/Efecte Oyj, Ratamestarinkatu 13 A, 00520 Helsinki or by email to the address [email protected].
If the shareholder participates in the meeting by sending the votes in advance by mail or email to Innovatics Ltd so that they are received before the end of the time limit of the registration and advance voting period, this constitutes registration for the General Meeting, provided that the shareholder’s notice of participation includes the information required for registration that is mentioned on the advance voting form.
The voting instructions will be available on the Company’s website at the address https://investors.efecte.com/en/annual-general-meeting-2022. Additional information is also available by telephone at +358 10 2818 909 during the time reserved for the notice of participation between 9:00 a.m. and 12:00 noon (EET) and 1:00 and 4:00 p.m. (EET) on weekdays.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise the shareholder rights at the meeting by way of proxy representation. Shareholders’ proxy representatives must also vote in advance as set out in this notice.
The proxy representative must personally identify themselves in the electronic identification service and for advance voting using strong identification, after which the proxy representative can register and vote in advance on behalf of the shareholder the proxy representative represents. The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. A statutory representation right can be demonstrated by utilising the suomi.fi e-Authorisations service used in the electronic registration service.
When a shareholder participates in the Annual General Meeting by means of several proxy representatives who represent the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
Proxy and voting instruction templates are available on the Company’s website at the address https://investors.efecte.com at the latest on Friday 18 February 2022 at 12 noon (EET). Proxy documents are to be delivered primarily as an attachment in connection with the electronic registration, by email to the address [email protected] or by mail to the address Innovatics Ltd, General Meeting/Efecte Oyj, Ratamestarinkatu 13 A, 00520 Helsinki before the end of the notification of participation period, by which time the proxy documents must be received. Efecte Plc may, in its discretion, demand original proxy documents if regarded necessary by the Company.
Submitting a proxy to Innovatics Ltd before the end of the notification of participation period constitutes due registration for the General Meeting, provided that the required information for the participation listed in this notice is given.
A holder of nominee registered shares is advised to follow the instructions of such holder’s custodian bank regarding proxies as described in section 4. Holder of nominee registered shares below. If a holder of nominee registered shares wishes to be represented by some other person than such holder’s custodian, the representative must provide Innovatics Ltd a dated proxy demonstrating the right to represent the shareholder.
4. Holders of nominee-registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she would be entitled, on the record date of the Annual General Meeting, Monday 7 March 2022, to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. In addition, the right to participate in the Annual General Meeting requires that the shareholder has, on the basis of such shares, been temporarily registered in the shareholders’ register held by Euroclear Finland Oy at the latest by Thursday, 14 March 2022 at 10:00 a.m (EET). As regards nominee registered shares, this constitutes due registration for the General Meeting.
Holders of nominee-registered shares are advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents, and preregistration for the Annual General Meeting from their custodian bank. The account manager of the custodian bank shall register a holder of nominee-registered shares who wishes to participate in the Annual General Meeting temporarily in the shareholders’ register of the company by the deadline stated above. The account management organisation of the custodian bank shall also arrange voting in advance on behalf of the holder of nominee registered shares within the registration period applicable to holders of nominee registered shares.
5. Other information
Shareholders who hold at least one-hundredth of all the shares in the Company have the right to make counterproposals on the matters on the agenda of the General Meeting to be put up for a vote. Such counterproposals must be sent to the Company by email to [email protected] no later than on Thursday, 17 February 2022 at 12 noon (EET). In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. The counterproposal will be put up for a vote in the General Meeting subject to the shareholder having the right to participate in the General Meeting and holding at least one-hundredth of all shares in the Company on the record date of the General Meeting, 7 March 2022. Should the counterproposal not be put up for a vote at the General Meeting, advance votes in favour of the proposal will not be taken into account. The Company will at the latest on Friday 18 February 2022 at 12 noon (EET) publish any counterproposals that may be voted on, on its website at the address https://investors.efecte.com.
Shareholders have the right to ask questions and request information with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act. Such questions can be made either in the online registration service or they can be sent by email to the address [email protected] or by mail to address Efecte Oyj / AGM, Säterinkatu 6, FI-02600 Espoo, Finland no later than at 16:00 (EET) on 3 March 2022, by which time the questions must be received. The company will publish the shareholders’ questions along with the management’s responses as well as any counterproposals not eligible for voting on the company’s website https://investors.efecte.com on 8 March 2022 at the latest. Asking questions and making counterproposals requires the shareholder to present an adequate statement of their shareholding in the company.
On the date of this notice to the Annual General Meeting, 11 February 2022, the total number of shares in Efecte Plc is 6,239,873 and the total number of votes in Efecte Plc is 6,239,873.
Espoo, 11 February 2022
EFECTE PLC
The Board of Directors
Further enquiries:
Tatu Paavilainen
Legal Counsel, Head of Investor Relations
[email protected]
+358 400 383 064
Taru Mäkinen
CFO
[email protected]
+358 40 507 1085
Certified Adviser:
Evli Bank Plc, tel +358 40 579 6210
Efecte Plc
Efecte helps service organizations 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 global players in our space. Our headquarters is located in Finland and we have regional hubs in Germany and Sweden. Efecte is listed on the Nasdaq First North Growth Market Finland marketplace.
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