ENEDO PLC Stock Exchange Release 2 May 2022 at 15:30 EEST
NOTICE OF ENEDO PLC’S ANNUAL GENERAL MEETING
Notice is given to the shareholders of Enedo Plc (“Enedo” or the “Company”) of the Annual General Meeting to be held on Monday, 23 May 2022 at 4.00 p.m. EEST at the head office of the Company, address Martinkyläntie 43, Vantaa.
The Board of Directors of the company has resolved on exceptional meeting procedures based on the so-called temporary act (375/2021). To prevent the spread of the corona pandemic, it is no possible to attend the meeting at site.
The Company’s shareholders may participate in the General Meeting and exercise their shareholder rights only by voting in advance and by presenting counterproposals and questions in advance. More detailed instructions are provided in section C. “Instructions for the participants in the meeting”.
It is not possible to attend the General Meeting in person at the venue and no video connection will be arranged to the venue during the General Meeting. The Company's Board of Directors, Management Team and auditor are not present at the meeting venue during the General Meeting.
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
Teemu Summanen, LL.M, will act as the Chairman of the meeting. Should Teemu Summanen for a weighty reason not be able to act as Chairman of the General Meeting, the Company’s Board of Directors will appoint a person that it deems most suitable to act as Chairman.
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
The Company’s CFO, Hannu Hiillos, will act as the person to scrutinize the minutes and supervise the counting of votes. Should Hannu Hiillos for a weighty reason not be able to act as the person to scrutinize the minutes and supervise the counting of votes, the Board of Directors of the Company will appoint a person it deems most suitable to act as the person to scrutinize 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 in accordance with the instructions set out in this notice and who have the right to attend the General Meeting under Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be recorded to have attended at the meeting. The list of votes will be adopted according to information provided by Euroclear Finland Ltd.
6. Presentation of the 2021 annual accounts, report of the Board of Directors and auditor's report
As shareholders can only participate in the meeting by voting in advance, the Company's annual report published on 7 April 2022, which includes the Company's annual accounts and report of the Board of Directors and the auditor's report, and which is available on the Company's website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2022/, will be deemed to have been presented to the General Meeting.
7. Adoption of the 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 General Meeting that the loss of the Company for the financial period of EUR 905,913.02 be transferred to the retained earnings account, and that the General Meeting resolve not to distribute any dividend to the shareholders for the financial period 1 January 2021 through 31 December 2021.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Consideration of the Remuneration Report
The Board of Directors proposes that the General Meeting adopts the Remuneration Report for the year 2021. According to the Companies Act, the resolution is advisory.
As shareholders can only participate in the General Meeting by voting in advance, the Company's Remuneration Report published on 7 April 2022 which is available on the Company's website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2022/, will be deemed to have been presented to the General Meeting.
11. Resolution on the remuneration of the members of the Board of Directors and the principles of compensation of travel costs
A shareholder holding 49.6 per cent of all shares and votes in the Company proposes to the General Meeting that the following monthly fees be paid to the members of the Board of Directors for the term beginning at the end of the General Meeting and ending at the end of the 2023 Annual General Meeting:
- Chairman of the Board of Directors EUR 2,100 per month; and
- other members of the Board of Directors EUR 1,250 per month.
In addition, the above-mentioned shareholder proposes that travel expenses are payable against receipt.
12. Resolution on the number of members of the Board of Directors
A shareholder holding 49.6 per cent of all shares and votes in the Company proposes to the General Meeting that five (5) members be elected to the Board of Directors.
13. Election of members of the Board of Directors
A shareholder holding 49.6 per cent of all shares and votes in the Company proposes to the General Meeting that Fredrik Berghel, Olle Hulteberg and Antti Sivula be re-elected as members of the Board of Directors and Vesa Mäkelä and Martin Sjöstrand be elected as new members of the Board of Directors for a term starting at the end the General Meeting and expiring at the closing of the 2023 Annual General Meeting.
All Board member candidates have given their consent for the election. All Board member candidates are considered to be independent of the Company and Vesa Mäkelä, Antti Sivula and Martin Sjöstrand are considered independent of the Company’s major shareholders.
Company’s current Members of the Board of Directors, Taru Narvanmaa and Vesa Tempakka, have notified that they are no longer available to be elected as members of the Board.
The above-mentioned shareholder proposes that in the Annual General Meeting the shareholders take a stand on the election of the Board of Directors as one ensemble, not each Board member individually.
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-2022/.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the elected auditor shall be reimbursed according to the reasonable invoice of the auditor.
15. Election of auditor
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 2023. KPMG Oy Ab has informed that Authorized Public Accountant Kim Järvi 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 as well as 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 6.850.000 shares, corresponding to approximately 10 % 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 17 May 2021 to decide on the issuance of shares and special rights entitling to shares, but does not cancel the authority granted by the Extraordinary General Meeting on 23 December 2021 to issue shares.
The authorization is proposed to be in force until the end of the next Annual General Meeting, however no longer than until 30 June 2023.
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 and this notice are available on the Company’s website at the address https://enedopower.com/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2022/. 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, and the Remuneration Report are available on the website referred above. 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 6 June 2022 onwards.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING
In order to prevent the spread of the corona pandemic, the Annual General Meeting will be organized so that the shareholders and their proxy representatives are not allowed to participate in the Annual General Meeting at the meeting venue nor via webcast. The company’s shareholders can participate in the Annual General Meeting and exercise their shareholder rights only in advance in accordance with the instructions set out below.
1. Right to participate
Each shareholder, who is registered in the shareholders’ register of the Company held by Euroclear Finland Ltd on the record date of the General Meeting, which is 11 May 2022, has the right to participate in the 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 can participate in the General Meeting and exercise his/her shareholder rights only in advance in accordance with the instructions set out below.
Changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder.
Instructions for holders of nominee registered shares are set out below under Section C.4 “Holders of nominee registered shares”.
2. Registration and voting in advance
Registration for the General Meeting and advance voting will begin at 12.00 noon EEST on 6 May 2022 following the deadline for submitting counterproposals as further set out in section 5 below. A shareholder registered in the shareholders’ register of the Company, who wishes to participate in the General Meeting, must register for the General Meeting and vote in advance no later than by 16 May 2022 at 4.00 p.m. EEST, by which time the registration must have been made and the advance votes received.
A shareholder, whose shares are registered on his/her Finnish book-entry account, can register and vote in advance on certain matters on the agenda between 12.00 noon EEST on 6 May 2022 and 4.00 p.m. EEST on 16 May 2022 in the following ways:
a) electronically through the Company’s website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2022/.
Registration requires strong electronic authentication of a shareholder who is a natural person. When a shareholder who is a natural person logs into the service through the Company's website, he/she is directed to the electronic authentication. After this, a shareholder can in one session register to the General Meeting, authorize another person and vote in advance. Strong electronic authentication can be made with Finnish online banking codes or mobile certificate.
For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must provide their book-entry account number and other required information. The book-entry account number can be found, i.a., in the book-entry account statement. Shareholders who are legal persons can vote in advance by using their business ID and book-entry account number. If the shareholders who are legal persons use the electronic Suomi.fi e-authorization, registration requires a strong electronic authentication of the authorized person by using a Finnish bank ID or Finnish mobile certificate.
b) by e-mail or regular mail
A shareholder may send the advance voting form available on the Company’s website to Euroclear Finland Ltd by email to yhtiokokous(at)euroclear.eu or by regular mail to Euroclear Finland Ltd, Annual General Meeting/Enedo Plc, P.O. Box 1110, FI-00101 Helsinki, Finland. The advance voting form will be available at https://enedopower.com/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2022/ once the registration and advance voting begins on 6 May 2022 at 12.00 noon EEST.
A shareholder’s advance votes are registered and taken into account if the shareholder registers and votes in advance in accordance with the applicable instructions and duly provides all required information in connection thereto before the expiry of the registration and advance voting period.
The voting instructions will also be available on the Company's website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2022/.
In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information. The personal information given to the Company by shareholders and proxy representatives is only used in connection with the General Meeting and with the processing of related necessary registrations related thereto.
3. Proxy representative and powers of attorney
A shareholder may authorize a proxy representative to register and vote in advance on behalf of the shareholder. Proxy representatives cannot attend the meeting physically and must also vote in advance in the manner described in this notice. A proxy and voting instruction template will be available at https://enedopower.com/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2022/ once the registration and advance voting begins on 6 May 2022 at 12.00 noon EEST.
Authorizing a proxy representative requires the following:
a) If registration and advance voting occurs through the electronic registration service on Enedo’s website: duly populated proxy documents shall be delivered primarily by email to ir(at)enedopower.com or by mail to Enedo Oyj / Hannu Hiillos, Martinkyläntie 43, 01720 Vantaa, before the end of the registration and advance voting period, by which time the proxy documents must have been received. Proxy representatives can only register and vote in advance on behalf of corporate shareholders in the registration service. Natural persons must register and vote in advance themselves by using Finnish bank ID; or
b) If registration and advance voting occurs by populating the advance voting form that will be available on Enedo’s website on 6 May 2022: duly populated proxy documents shall be delivered to Euroclear Finland Ltd together with the signed and duly populated advance voting form, in accordance with the instructions and by the applicable deadlines set out in the relevant form.
Only delivering proxy documents to the Company or to Euroclear Finland Ltd does not result in the shareholder’s advance votes being registered and taken into account. The successful registration of a shareholder and his/her advance votes also requires that the proxy representative registers and votes in advance on behalf of the shareholder in the manner set out in this notice.
If a shareholder wishes to participate in the General Meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, separate proxies for each book-entry account needs to be provided and the shares by which each proxy representative represents the shareholder shall be identified in the proxy documents.
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy in Euroclear Finland Oy’s general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at https://www.suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify himself/herself with strong electronic authentication in Euroclear Finland Oy's general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with a Finnish bank ID or a Finnish mobile certificate. More information on https://www.suomi.fi/e-authorizations .
Holders of nominee registered shares shall register and vote in advance in accordance with the instructions set out under Section C.4 “Holders of nominee registered shares”.
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 on the record date of the General Meeting, on 11 May 2022, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy Ltd. 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 Ltd at the latest by 18 May 2022 at 10.00 a.m. EEST. As regards nominee registered shares this constitutes due registration for the General Meeting. Changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders’ register of the Company at the latest by 18 May 2022 at 10.00 a.m. EEST.
The account management organization of the custodian bank shall also take care of the voting in advance on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares.
5. Counterproposals, right to ask questions and other information
Shareholders representing at least one hundredth (1/100) of all the shares in the Company have the right to make counterproposals concerning the matters on the agenda of the General Meeting to be placed for a vote. Such counterproposals shall be delivered to the Company by email to
ir(at)enedopower.com at the latest by 5 May 2022 at 4.00 p.m. EEST, by which time the counterproposals must be received by the Company.
A counterproposal is eligible for voting at the General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the General Meeting represent at least one hundredth (1/100) of all shares in the Company. If a counterproposal is not eligible for voting at the General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The Company will publish possible counterproposals eligible for voting on the Company´s website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2022/ on 6 May 2021, at the latest.
A shareholder has the right to ask questions with respect to the matters to be considered at the General Meeting pursuant to Chapter 5,Section 25 of the Finnish Companies Act. Such questions must be sent by email to ir(at)enedopower.com by 9 May 2021 at 4.00 p.m. EEST, by which time the questions must be received by the Company. Such questions by shareholders, responses to such questions by the Company´s management as well as possible other counterproposals than those eligible for voting will be available on the Company´s website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2022/ on 12 May 2022, at the latest.
In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of their shareholding.
On the date of this notice, 2 May 2022, the total number of shares in Enedo amounts to 68,523,193 and said shares have 68,523,193 votes in total. On the date of this notice, the Company holds a total of 69,249 of its own shares.
ENEDO PLC
THE BOARD OF DIRECTORS
For further information please contact Mr. Mikael Fryklund, CEO, on tel. +358 40 500 6864.
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Nasdaq Helsinki Oy
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