New Proposal to the Annual General Meeting of Shareholders of Efecte Plc regarding Election of the Auditor
EFECTE PLC — COMPANY ANNOUNCEMENT – 13 March 2023 at 14:35
New Proposal to the Annual General Meeting of Shareholders of Efecte Plc regarding Election of the Auditor
The Board of Directors of Efecte Plc has decided to make a new proposal to the Annual General Meeting of Shareholders to be held on 22 March 2023 regarding item 14 (Election of the Auditor).
The Board proposes to the Annual General Meeting that, instead of the originally proposed KPMG Oy Ab, BDO Oy, a firm of authorised public accountants, be elected as the Company’s auditor for a term ending at the close of the next Annual General Meeting.
Ehdotuksen taustalla on alun perin ehdotetun tilintarkastusyhteisön tuleva liiketoimintasuhde yhtiön kanssa ja sen vaikutus tilintarkastusyhteisön riippumattomuuteen.
The proposal is made due to future business relationship of the audit firm with the Company and its effect on the independency of the audit firm. The proposed new auditor BDO Oy has participated in the evaluation process performed by the Company when preparing for the change of the Company’s present auditor (Ernst & Young Oy). Efecte Plc’s shareholders representing in total over 30 % of all shares and votes in Efecte Plc support the new proposal and have informed the Company to vote in favour thereof. BDO Oy has notified the Company that, subject to their election, Authorised Public Accountant Taneli Mustonen would act as the auditor with principal responsibility.
Registrations for the Annual General Meetings already made by shareholders wishing to participate, as well as advance votes already cast, will remain valid without any action required. Shareholders who have already cast their votes in the advance voting, have the possibility to vote in respect of the new proposal either before the end of the advance voting period (15 March 2023 at 10:00 a.m. (EET)) or by attending the meeting either in person or by appointing an authorised representative. Unless changed, all votes cast in favour of the original proposal will remain valid and the new proposal will be treated as a counter proposal to the original proposal. More detailed guidance is included in Section C of the notice to the Annual General Meeting.
The amended item 14 of the notice reads as follows:
”14. Election of the auditor
ORIGINAL PROPOSAL:
The Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab, a firm of authorised public accountants, be elected as the Company’s auditor for a term ending at the close of the next Annual General Meeting. KPMG Oy Ab has notified the Company that Authorised Public Accountant Miika Karkulahti would act as the auditor with principal responsibility.
NEW PROPOSAL (13 March 2023):
The Board of Directors proposes to the Annual General Meeting that BDO Oy, a firm of authorised public accountants, be elected as the Company’s auditor for a term ending at the close of the next Annual General Meeting. BDO Oy has notified the Company that Authorised Public Accountant Taneli Mustonen would act as the auditor with principal responsibility.”
Apart from the new proposal in Section A, item 14 (Election of the auditor), no other changes have been made to the original notice published on 1 March 2023. The amended notice to the Annual General Meeting of Shareholders is below in its entirety:
EFECTE PLC: NOTICE TO THE ANNUAL GENERAL MEETING
Notice is given to the shareholders of Efecte Plc to the Annual General Meeting to be held on 22 March 2023 starting at 11:00 a.m. (EET) at Laurea Leppävaara Campus, main building, meeting room Tuomo (Vanha maantie 9, 02650 Espoo). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 10:00 a.m. (EET).
The Company’s shareholders and their proxy representatives may also participate in the Annual General Meeting and exercise their shareholder rights by voting in advance. Instructions for advance voting are provided in this notice’s section C.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of person to scrutinise the minutes and to 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
6. Presentation of thefinancial statements, consolidated financial statements, the report of the Board of Directors and the auditor’s report for the year 2022
Presentation of the CEO’s review.
The Company’s financial statements, consolidated financial statements, the report of the Board of Directors and the auditor’s report will be available on the Company’s website at https://investors.efecte.com as of 1 March 2023.
7. Adoption of the financial statementsand the consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
Efecte Plc’s Board of Directors proposes to the Annual General Meeting that no dividend be distributed for the financial year that ended on 31 December 2022.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
Efecte Plc’s shareholders representing in total over 30% of all shares and votes in Efecte Plc have proposed that remuneration for the elected board members remains unchanged and is paid for the following term of office as follows: Chairman of the Board EUR 45,000 and other members of the Board of Directors EUR 25,000 per year.
In addition, the above-mentioned shareholders propose that approximately 40% of the remuneration be paid for in Efecte Plc’s shares and approximately 60% be paid in cash. The part of the remuneration paid in shares will be paid by issuing new shares and/or transferring the Company’s own shares to Board members within four weeks from the release of the business review for 1 January to 31 March 2023 or, if this is not possible considering insider rules, as soon as possible thereafter. The Company shall be liable for any transfer tax payable as a result of the payment of the share part of the remuneration.
In addition, it is proposed that the members of the Board of Directors be compensated for reasonable travelling and other costs for attending the Board meetings and relating to other Board work.
11. Resolution on the number of members of the Board of Directors
The Board of Directors proposes to the Annual General Meeting that five (5) members be elected to the Board of Directors.
12. Election of members of the Board of Directors
Efecte Plc’s shareholders representing in total over 30 % of all shares and votes in Efecte Plc have proposed that the current members of the Board Pertti Ervi, Turkka Keskinen, Esther Donatz and Eric Gustavsson be re-elected as members of the Board of Directors, and that Panu Hannula be elected as a new member of the Board of Directors for a term ending at the close of the next Annual General Meeting.
Päivi Rekonen, current member of the Board of Directors, has informed that she is not available for re-election.
The CVs and evaluations of independence of all persons proposed as Board members are available on the Company’s website at https://investors.efecte.com/en. All proposed members have given their consent to the election.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the remuneration of the auditor be paid against an invoice approved by the Company.
14. Election of the auditor
ORIGINAL PROPOSAL:
The Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab, a firm of authorised public accountants, be elected as the Company’s auditor for a term ending at the close of the next Annual General Meeting. KPMG Oy Ab has notified the Company that Authorised Public Accountant Miika Karkulahti would act as the auditor with principal responsibility.
NEW PROPOSAL (13 March 2023):
The Board of Directors proposes to the Annual General Meeting that BDO Oy, a firm of authorised public accountants, be elected as the Company’s auditor for a term ending at the close of the next Annual General Meeting. BDO Oy has notified the Company that Authorised Public Accountant Taneli Mustonen would act as the auditor with principal responsibility.
15. Amendment of the articles of association
The Board of Directors proposes to the Annual General Meeting that Article 9 of the articles of association be amended to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting in addition to the Company’s domicile Espoo or in Helsinki as currently provided in the articles of association. In its amended form, said provision of the articles of association would read as follows (unofficial translation in English below for informational purposes only):
9 § Annual General Meeting
The Annual General Meeting is to be held each year within six months from the end of the financial year.
At the Meeting, the following shall be presented:
1. financial statements for the company and possibly for the group as well as a report of the Board of Directors;
2. auditor’s report;
resolved upon:
3. confirmation of the company’s financial statements and possibly that of the group;
4. use of the profit indicated in the financial statements;
5. discharge of liability for the Board members and the CEO;
6. number of the Board members;
elected:
7. the members of the Board of Directors as well as
8. the auditor.
The Annual General Meeting may be held in the company’s domicile or Helsinki. In addition, the Board of Directors may resolve on organising the general meeting without a meeting venue whereby the shareholders have the right to exercise their decision-making power in full in real time during the meeting using telecommunication connection and technical means
The proposal is based on amendments made to Chapter 5 of the Finnish Companies Act, including the possibility to arrange remote general meetings. The legislative amendments are based on the premise that shareholder rights shall not be compromised, and that all participating shareholders are able to exercise their shareholder rights in full, including the right to request information and to vote, in real time during the general meeting, irrespective of the chosen general meeting format. The possibility to organise remote general meetings enables the Company to be prepared for rapidly changing conditions in the Company’s operating environment and society in general, for example due to pandemics. It is important for the Company to have means available to offer its shareholders the possibility to exercise their shareholder rights and resolve on any matters presented to the general meeting under all circumstances.
It is proposed that the articles of association will otherwise remain unchanged.
16. Authorising the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve on the repurchase of a maximum of 450,000 shares in the Company in one or several instalments by using funds from unrestricted equity. The proposed number of shares corresponds to approximately 7,0% of all shares in the Company.
The shares may be repurchased in order to improve the capital structure of the Company, to carry out acquisitions or other arrangements related to the Company’s business, to be transferred or cancelled for other purposes, to be used for 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 shareholding of the shareholders (directed repurchase).
It is proposed that the authorisation be valid until the next Annual General Meeting, however, no longer than until 30 June 2024. The authorisation will revoke the repurchase authorisation granted by the Annual General Meeting on 17 March 2022.
17. Authorising the Board of Directors to decide on the issuance of shares,and option rights and other special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve on the issuance of shares, and option rights and other special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Companies Act in one or several instalments as described below.
The Board of Directors would, pursuant to the authorisation, be entitled to resolve on the issuance of an aggregate maximum of 620,000 new shares. The Board of Directors 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 9,7% of all shares in the Company.
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 rights, if there is a weighty financial reason 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 Board members paid for 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 for free. A directed issue without payment requires that there is an especially weighty financial reason from the Company’s point of view and taking the interests of all of its shareholders into consideration.
Under the authorisation, the Board of Directors will be entitled to resolve on the 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.
It is proposed that the authorisation be valid until the next Annual General Meeting, however, no longer than until 30 June 2024. The authorisation will revoke the share issue authorisations granted by the Annual General Meeting on 17 March 2022.
18. Closing of the meeting
B.DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above-mentioned proposals for decisions relating to the agenda of the Annual General Meeting as well as this notice are available on Efecte Plc’s website at https://investors.efecte.com/en. The financial statements, consolidated financial statements, the report of the Board of Directors, and the auditor’s report of Efecte Plc will be available on the above-mentioned website no later than 1 March 2023. The proposals for decisions and other above-mentioned documents are also available at the Annual General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the general meeting will be available on the above-mentioned website as of 5 April 2023 at the latest.
C.INSTRUCTIONS FOR THE PARTICIPANTS OFTHE ANNUAL GENERAL MEETING
1. Shareholders registered in the shareholders’register
Each shareholder who on the record date of the Annual General Meeting, i.e. on 10 March 2023, is registered in the shareholders’ register of the Company held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders’ register of the Company.
Registration for the Annual General Meeting will begin on 1 March 2023 at 5:00 p.m. (EET). A shareholder who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting shall register for the meeting no later than by 10:00 am (EET) on 15 March 2023, by which time the registration must be received. Registration may be made:
- via the Company’s website at https://investors.efecte.com/en
- by telephone +358 10 2818 909 from Monday to Friday at 9:00 am to 12:00 noon and 1:00 pm to 4:00 pm; or
- by mail addressed to Innovatics Ltd, General Meeting/Efecte Oyj, Ratamestarinkatu 13 A, 00520 Helsinki.
In connection with the registration, a shareholder shall notify the requested information such as his/her name, personal identification number and contact details. The personal data given to Efecte Plc is used only in connection with the Annual General Meeting and with the processing of related registrations.
The shareholder, his/her legal representative or proxy representative shall, if necessary, be able to prove his/her identity and/or right of representation at the meeting venue.
2. Holders of nominee–registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she would be entitled, on the record date of the Annual General Meeting, i.e. on 10 March 2023, to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. In addition, the right to participate in the Annual General Meeting requires that the shareholder has, on the basis of such shares, been temporarily registered in the shareholders’ register held by Euroclear Finland Ltd at the latest by 17 March 2023 at 10:00 a.m. (EET). This constitutes the required registration for the general meeting for nominee-registered shares. Changes in the shareholding after the record date of the general meeting do not have any impact on the right to participate in the general meeting nor on the number of votes.
Holders of nominee-registered shares are advised to request from their custodian bank, without delay, necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and voting instructions and the registration for the Annual General Meeting. The account management organisation of the custodian bank shall register a holder of nominee-registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders’ register of the Company by the aforementioned time 17 March 2023 at 10:00 a.m. (EET) at the latest, and, if needed, to arrange for advance voting on behalf of a nominee-registered shareholder before the registration concerning nominee-registered shareholders has ended.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative may also vote in advance as described in this notice.
A proxy representative must identify to the electronic registration service and advance voting in person with strong identification, after which he/she will be able to register and vote in advance on behalf of the shareholder he/she represents. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder in the general meeting. A statutory representation right may be demonstrated by utilising the suomi.fi e-authorisations service used in the electronic registration service.
When a shareholder participates in the Annual General Meeting by means of several proxy representatives who represent the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
Proxy and voting instruction template will be available on the Company’s website at https://investors.efecte.com/en on 1 March 2023 at 5:00 p.m. (EET) at the latest. Proxy documents are recommended to be delivered either as an attachment in connection with the electronic registration, by email to agm@innovatics.fi or by mail to Innovatics Ltd, Annual General Meeting/Efecte Oyj, Ratamestarinkatu 13 A, 00520 Helsinki before the registration for the general meeting has ended, by which time the proxy documents must be received. Efecte Plc may demand original proxy documents if considered necessary by the Company.
A holder of nominee-registered shares is advised to follow the instructions regarding proxies given by such holder’s custodian bank as described in section 2. Holders of nominee-registered shares above. If a holder of nominee-registered shares wishes to be represented by a party other than such holder’s custodian, such legal representative must provide Innovatics Ltd with a dated proxy demonstrating the right to represent the shareholder.
4. Advance voting
Registration for the Annual General Meeting and advance voting will begin on 1 March 2023. A shareholder who is registered in the shareholders’ register of the Company and who wishes to participate in the Annual General Meeting by voting in advance must register for the Annual General Meeting and vote in advance by Wednesday 15 March 2023 at 10:00 a.m. (EET) at the latest, by which time the registration and advance votes must be received.
In connection with the registration, a shareholder shall notify the requested information such as his/her name, personal identification number and contact details. The personal data given to Efecte Plc is used only in connection with the Annual General Meeting and with the processing of related registrations.
A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the general meeting or vote on a possible counterproposal, if they are present at the general meeting.
Shareholders holding a Finnish book-entry account may register and vote in advance on certain items on the agenda of the Annual General Meeting between 1 March 2023 and 15 March 2023 at 10:00 a.m. (EET) in the following ways:
a) via the Company’s website at https://investors.efecte.com/en
Electronic registration and advance voting require strong identification of the shareholder or his/her legal representative or the proxy representative via Finnish or Swedish online bank service or mobile certificate.
b) By mail or email
A shareholder voting in advance by mail or email must send the advance voting form available on the Company’s website https://investors.efecte.com/en or corresponding information to Innovatics Ltd by mail to Innovatics Ltd, Annual General Meeting/Efecte Oyj, Ratamestarinkatu 13 A, 00520 Helsinki or by email to agm@innovatics.fi.
If a shareholder participates in the Annual General Meeting by submitting advance votes by mail or email to Innovatics Oy, the submission of votes before the end of the registration and advance voting period is considered as official participation in the Annual General Meeting, provided that the shareholder’s registration includes the information required for registration mentioned on the advance voting form.
An agenda item subject to advance voting is considered to have been presented unchanged to the general meeting. Voting instructions will be available on the Company’s website at https://investors.efecte.com. Additional information on registration and advance voting is also available by telephone at +358 10 2818 909 during the registration period between 9:00 a.m. to 12:00 noon and 1:00 p.m. to 4:00 p.m. (EET) on weekdays.
5. Otherinstructions and information
The Annual General Meeting will be held in Finnish.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
The Company will publish video recordings of the address of the Chairman of the Board and the review of the CEO on the Company’s website at https://investors.efecte.com after the Annual General Meeting. Shareholders are requested to note that the video recordings are not a part of the official General Meeting material.
On the date of this notice to the Annual General Meeting, 1 March 2023, the total number of shares in Efecte Plc is 6,383,590 and the total number of votes in Efecte Plc is 6,383,590. Changes in the shareholding after the record date of the general meeting do not have any impact on the right to participate in the general meeting nor on the number of votes.
Espoo, 1 March 2023
EFECTE PLC
The Board of Directors
Further inquiries:
Tatu Paavilainen
Head of Legal
Efecte Plc
tatu.paavilainen@efecte.com
+358 400 383 064
Certified Adviser:
Evli Plc, tel +358 40 579 6210
Efecte Plc
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, Poland, Spain and Sweden. Efecte is listed on the Nasdaq First North Growth Market Finland marketplace.
