ENEDO PLC Stock Exchange Release 2.12.2021 at 7.20 p.m.
NOTICE OF ENEDO PLC’S EXTRAORDINARY GENERAL MEETING
Notice is given to the shareholders of Enedo Plc (“Enedo” or the “company”) to the Extraordinary General Meeting to be held on Thursday, 23 December 2021 at 10.00 a.m. at the head office of the company, address Martinkyläntie 43, Vantaa.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
At the Extraordinary 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 Chairman of the Extraordinary General Meeting. Should Teemu Summanen for a weighty reason not be able to act as Chairman of the Extraordinary General Meeting, the company’s Board of Directors will appoint another 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 scrutinize the minutes and supervise the counting of votes at the Extraordinary General Meeting. Should Hannu Hiillos for a weighty reason not be able to attend to these tasks, the company’s Board of Directors will appoint another person that it deems most suitable 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 Extraordinary General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be recorded to have attended the Extraordinary General Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd.
6. Authorizing the Board of Directors to decide on a directed issue
The Board of Directors of the company proposes that the General Meeting authorize the Board of Directors to decide on a directed share issue as follows:
A maximum of 55,000,000 new shares may be issued under the authorization. Deviating from the company's shareholders' subscription right, the shares will be offered for subscription by Inission AB (publ) (“Inission”) at a subscription price of EUR 0.1 per share. The subscription price of the directed issue is based on negotiations between the company and the parties to the financing arrangement and is therefore justified for the implementation of the overall loan arrangement.
The purpose of the directed issue is to secure the realization of the company's financing arrangement. Inission has committed to act as guarantor of the financing arrangement. The directed issue can only take place if Inission becomes liable for the loan (including interests and expences) related to the company's financing arrangement and Inission would thus have a right of recourse against the company. The subscription price of the shares to be subscribed would be set off to the extent that Inission has repaid the company's loans (including interests and expences) on the basis of the guarantee liability and the company has not paid that recourse claim to Inission despite its request.
The implementation of the financing arrangement ensures the continuity of the company's operations, so there is a compelling financial reason for the directed share issue and the deviation from the shareholders' pre-emptive subscription right referred to in Chapter 9, Section 4, Subsection 1 of the Companies Act.
The Board of Directors is authorized to decide on all other terms of the share issue.
The authorization is valid until December 31, 2023.
The authorization does not revoke previous authorizations under which the company's Board of Directors has been authorized to decide on the issuance of shares and / or special rights entitling to shares.
If the share issue to Inission AB (publ) (“Inission”) enabled by the authorization described above were to be completed in full, Inission's share of the company's shares and votes would increase from the current 49.6% to approximately 72.1%. The Commission is applying to the Financial Supervision Authority for a permanent exemption from the mandatory offer obligation pursuant to Chapter 11, Section 26 of the Securities Markets Act, and the subscription commitment given by it is conditional on obtaining an exemption from the Financial Supervision Authority. To obtain an exemption, the authorization described above must be supported by independent shareholders representing at least two-thirds of the votes cast at the company's Extraordinary General Meeting.
7. Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
This notice, which contains the proposals made to the Extraordinary General Meeting, is available on the company’s website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-december-2021/. A copy of this notice will be sent to shareholders upon request. The minutes of the Extraordinary General Meeting will be available on the above-mentioned website as from 6 January 2022, at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
The company’s shareholders can participate in the Extraordinary General Meeting and exercise their shareholder rights only by voting 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 Extraordinary General Meeting, which is 13 December 2021, has the right to participate in the Extraordinary 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 Extraordinary General Meeting and exercise his/her shareholder rights only by voting in advance in accordance with the instructions set out below.
Changes in the ownership of shares after the record date of the Extraordinary 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 Extraordinary General Meeting and advance voting will begin at 15.00 noon on 7 December 2021 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 Extraordinary General Meeting, must register for the Extraordinary General Meeting and vote in advance no later than by 20 December 2021 at 10.00 a.m., by which time the registration and votes must have been received.
A shareholder, whose shares are registered on his/her Finnish book-entry account, can register and vote in advance on certain matters in the following ways:
a) electronically through the company’s website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-december-2021/ .
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 Extraordinary General Meeting, authorize another person and vote in advance. Strong electronic authentication can be made with online banking codes or a 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.
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@euroclear.eu or by regular mail to Euroclear Finland Ltd, Yhtiökokous, 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/extraordinary-general-meeting-december-2021/ once the registration and advance voting begins on 7 December, 2021 at 15.00 noon or shortly thereafter.
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/extraordinary-general-meeting-december-2021/. 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 Extraordinary General Meeting and with the processing of related necessary registrations.
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/extraordinary-general-meeting-december-2021/ once the registration and advance voting begins on 7 December, 2021 at 15.00 noon or shortly thereafter.
Authorizing a proxy representative requires that:
a) If registration and advance voting occurs through electronic meeting service on Enedo’s website: duly populated proxy documents should be delivered primarily by email to ir@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 general meeting 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 advance voting form that will be available on Enedo’s website on 7 December 2021: duly populated proxy documents should 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 Extraordinary 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.
Holders of nominee registered shares should 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 Extraordinary General Meeting by virtue of such shares, based on which
he/she on the record date of the Extraordinary General Meeting, on 13 December 2021, 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 Extraordinary 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 20 December 2021 at 10.00 a.m. As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting. Changes in the ownership of shares after the record date of the Extraordinary General Meeting do not affect the right to participate in the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting, into the temporary shareholders’ register of the company at the latest by 20 December 2021 at 10.00 a.m.
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 Extraordinary General Meeting to be placed for a vote. Such counterproposals shall be delivered to the company by email to
ir@enedopower.com at the latest by 7 December 2021 at 10.00 a.m., by which time the counterproposals must be received by the company.
A counterproposal is eligible for voting at the Extraordinary General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Extraordinary 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 Extraordinary General Meeting, the votes given in favor of such a counterproposal will not be taken into account. The company will publish potential counterproposals eligible for voting on the company‘s website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-december-2021/ on 7 December 2021 at 15.00 noon, at the latest.
A shareholder has the right to ask questions with respect to the matters to be considered at the Extraordinary General Meeting pursuant to Chapter 5,
Section 25 of the Finnish Companies Act. Such questions must be sent by email to ir@enedopower.com by 9 December 2021 at 3.00 p.m., 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 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/extraordinary-general-meeting-december-2021/ on 14 December 2021, at the latest.
In connection with asking questions, shareholders are required to provide adequate evidence of their shareholding.
On the date of this notice, 2 December 2021, the total number of shares in Enedo Plc amounts to 68,523,193 and said shares have 68,523,193 votes in total.
ENEDO PLC
The Board of Directors
For further information please contact CEO Mr. Mikael Fryklund,
tel. +358 40 500 6864
DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
Enedo
Enedo is a European designer and producer of high-quality electronic power supplies and systems for critical equipment even in the most demanding environments. Enedo´s mission is to make electricity better – more reliable, more secure, more energy efficient – and just right to fit its purpose. Enedo´s three main product categories are Led Drivers, Power supplies and Power Systems. In 2020 the group´s revenue was EUR 38,5 million. Enedo has 354 employees, and its main functions are located in Finland, Italy, Tunisia and USA. The group´s head office is in Finland and parent company Enedo Oyj is listed on Nasdaq Helsinki Oy.
www.enedopower.com
