Notice of Enedo Plc’s Extraordinary General Meeting
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 MEETINGAt
the Extraordinary General Meeting the following matters will be
considered:1. Opening of the meeting2. 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 meeting5. 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 meetingB. DOCUMENTS OF THE EXTRAORDINARY
GENERAL MEETINGThis 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 participateEach 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 mailA 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 attorneyA 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 withshares at different book-entry
accounts, separate proxies for each book-entry account needs to be
provided and the shares by which each proxyrepresentative
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 whichhe/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 temporaryshareholders’ 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 toir@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 PLCThe Board of Directors
For further information please contact CEO Mr.
Mikael Fryklund, tel. +358 40 500 6864
DISTRIBUTION
Nasdaq Helsinki LtdPrincipal 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
Enedo (LSE:0E96)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Enedo (LSE:0E96)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024