NOTICE OF ENEDO PLC’S ANNUAL GENERAL MEETING
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 MEETINGAt the 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 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 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 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 dividendThe 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 costsA
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
DirectorsA 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 DirectorsA 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 auditorThe 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 auditorThe 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 rightsThe 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 MeetingB. DOCUMENTS OF THE GENERAL
MEETINGThe 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 PLCTHE BOARD OF
DIRECTORS
For further information please contact Mr. Mikael Fryklund, CEO,
on tel. +358 40 500 6864.DISTRIBUTIONNasdaq Helsinki
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