EFECTE PLC — COMPANY ANNOUNCEMENT — 17 March 2022 at 12:45
Efecte Plc: Decisions by the Annual General Meeting 2022
Efecte Plc held its Annual General Meeting on 17 March 2022 at the Company headquarters at the address Säterinkatu 6, Espoo, Finland. The shareholders and their proxy representatives could only participate in the meeting and exercise their shareholder’s rights by voting in advance as well as by submitting counterproposals and asking questions in advance. It was not possible to participate in the meeting in person at the meeting venue. The extraordinary meeting procedures were based on the so-called temporary act (375/2021) which came into force on 8 May 2021.
Approximately 46 percent of Efecte’s shares were represented at the Meeting.
The Meeting decided to adopt the financial statements and consolidated financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 1.1.-31.12.2021.
The Meeting decided that no dividend is distributed for the financial year 1.1.-31.12.2021.
BOARD OF DIRECTORS
Five (5) members were elected to the Board. Pertti Ervi, Turkka Keskinen, Päivi Rekonen and Esther Donatz were re-elected as members of the Board and Eric Gustavsson was elected as new member of the Board.
The Meeting decided that members of the Board will 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. Approximately 40 per cent of the remuneration will be paid in Efecte Plc’s shares and approximately 60 per cent will 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 will be compensated for reasonable travelling costs for attending the Board meetings.
The authorised public accountants Ernst & Young Oy was re-elected as the auditor of the company, with Juha Hilmola, APA, as the auditor in charge. The remuneration of the auditor will be paid against an invoice approved by the company.
AUTHORISATIONS FOR THE BOARD
The Meeting authorised 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 acquis itions 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.
The Meeting authorised 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 may decide to offer 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. The authorisation is 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.
ORGANISATION OF THE BOARD
The Board of Directors held the organisation meeting after the Annual General Meeting and Pertti Ervi was elected Chairman of the Board.
Tatu Paavilainen, Head of Investor Relations, +358 400 383 064
Evli Bank Plc, tel +358 40 579 6210
Efecte helps people 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 the global goliaths 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.