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Press release

Press release March 02, 2016

NOTICE OF ENFO OYJ'S ANNUAL GENERAL MEETING

The shareholders of Enfo Oyj are invited to attend the Annual General Meeting to be held on Wednesday, 30 March 2016 at 1:00 p.m. at the company premises in Viestikatu 7, Kuopio, Finland.

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Competence areas

A Matters to be dealt with by the Annual General Meeting

The following matters will be dealt with by the Annual General Meeting:

1. Opening of the meeting

2. Organisation of the meeting

3. Election of persons to scrutinise the minutes and supervise the counting of votes

4. Recording the legality of the meeting

5. Recording of those present and verifying the list of votes

6. Presentation of the financial statements for 2015, the report of the Board of Directors, the auditor’s report and the Managing Director's report

7. Adoption of the financial statements

8. Resolution on the measures warranted by the profit shown on the adopted balance sheet and resolution on the payment of dividends

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 5.90 per share is paid for the financial period 2015. The dividend will be paid to shareholders who are recorded in the company's list of shareholders maintained by Euroclear Finland Oy by the record date for the dividend payment, 1 April 2016. The dividend will be paid on 27 May 2016.

9. Discharge of the members of the Board of Directors and the Managing Director from lia-bility

10. Resolution on the remuneration of the members of the Board of Directors

The Nomination Committee proposes that the Chairman of the Board of Directors be paid a fee of EUR 2,000 per month and the Board members a fee of EUR 1,000 per month, in addition to which a fee of EUR 600 per meeting will be paid

The Nomination Committee proposes that the travel expenses of Board members are compensated for in accordance with the company's travel policy.

11. Resolution on the number of the members of the Board of Directors

The Nomination Committee proposes that six members be elected to the Board of Directors.

12. Election of the members of the Board of Directors

The Nomination Committee proposes that Tapio Hakakari, Lauri Kerman, Timo Kärkkäinen and Soili Mäkinen, all of whom have given their consent, be re-elected as ordinary members of the Board of Directors. In addition, the Nomination Com-mittee proposes that Anssi Lehikoinen (PhD) and Kaisa Olkkonen (Master of Laws), both of whom have given their consent, be elected as new members of the Board of Directors.

Anssi Lehikoinen, who is being proposed for Board membership, is the full-time Chairman of the Board of Roscole Oy, a company manufacturing measurement instrumentation for the process industry. In addition, he works part-time as a Pro-fessor of Economics in the University of Eastern Finland, specialising in innovation management and particularly in the commercialisation of research work. Lehi-koinen has approximately ten years’ experience of the management of technology companies. Lehikoinen holds a Master of Science in Technology degree from the Aalto University and a Doctor of Philosophy degree from the Department of Ap-plied Physics of the University of Eastern Finland.

Kaisa Olkkonen, who is proposed to be elected as a new member of the Board of Directors, has had a long international career with Nokia Corporation in managerial positions associated with legal affairs, intellectual property rights, supervision of in-terests and social relations. She has also held several international positions of trust, for example, in the management team of Digital Europe.

The Nomination Committee proposes that the Board of Directors re-elects current Chairman Tapio Hakakari as its Chairman.

13. Deciding on the auditors' fee

The Nomination Committee proposes that the auditors' fee be paid according to an invoice approved by the company.

14. Selecting an auditor

The Nomination Committee proposes that PricewaterhouseCoopers Oy be select-ed as the company's auditor.

15. Board of Directors' proposal to authorise the Board of Directors to decide on the issue of new shares through a rights issue

The Board of Directors proposes to the Annual General Meeting that it authorises the Board of Directors to decide on the issue of new shares through a rights issue subject to the following conditions:

  • The Board of Directors may decide on the issue of a maximum of 175,000 shares. The shares can be issued in one or several lots.
  • In accordance with Section 9(3) of the Finnish Companies Act, shareholders have a pre-emptive right to the issued shares pro-rata to their holdings in the company. The Board of Directors has the right to offer shares not subscribed for by the shareholders exercising their pre-emptive rights in a secondary share subscription for subscription by the company's shareholders.
  • The shares can be conveyed in order to obtain assets required in connection with a company or business acquisition.
  • The Board of Directors decides on the subscription price.
  • The Board of Directors decides on the other terms and conditions of the share issue.
  • The authorisation is valid until the close of the next Annual General Meeting, up to a maximum of one (1) year after the close of this Annual General Meet-ing.
  • The authorisation does not revoke previous share issue authorisations or oth-er share issue authorisations decided by the same general meeting of share-holders.

16. Board of Directors' proposal to authorise the Board of Directors to decide on conveying new or treasury shares through a directed rights issue

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorise the Board of Directors to decide on conveying treasury shares held by the company and/or the issue of new shares through a directed share issue subject to the following conditions:

  • The Board of Directors may decide on the conveyance and/or issue of a maximum of 10,000 shares.
  • The Board of Directors is authorised to decide to whom and in which orders the treasury shares are conveyed and/or issued. The shares can be con-veyed and/or issued in one or several lots.
  • Shares in the company can also be conveyed and/or issued waiving the pre-emptive subscription rights of the shareholders if there is a weighty financial reason for doing so from the point of view of the company. 
  • The shares can be conveyed and/or issued as consideration in financing or implementing possible acquisitions. Shares can also be conveyed and/or is-sued as part of the company's salary and incentive scheme for the compa-ny's personnel and the personnel fund.
  • The Board of Directors decides on the transfer and/or subscription price and the other terms and conditions of the conveyance and/or issue.
  • The authorisation is valid until the close of the next Annual General Meeting, up to a maximum of one (1) year after the close of this Annual General Meet-ing.
  • The authorisation does not revoke previous share issue authorisations or oth-er share issue authorisations decided by the same general meeting of share-holders.
17. Board of Directors' proposal to authorise the Board of Directors to decide on the repur-chase of company shares

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorises the Board of Directors to decide on the repurchase of shares in the company using the company's non-restricted equity under the follow-ing conditions: 

  • The Board of Directors may decide on the repurchase of a maximum of 10,000 shares.
  • The Board of Directors is authorised to decide from whom and in which order the shares will be purchased. The shares can be repurchased in one or sev-eral lots. 
  • Shares in the company can also be repurchased waiving the pre-emptive rights of the shareholders if there is a weighty financial reason for doing so from the point of view of the company.
  • The company's shares can be purchased for use as consideration when the company acquires assets for its business operations, for use as consideration in financing or implementing possible acquisitions, for use as part of the com-pany's salary or incentive system, in order to fulfil the company's share re-purchase commitments and for cancellation.
  • The Board of Directors decides on the purchase price and other terms and conditions of the repurchase; however, the minimum purchase price must be EUR 1 and the maximum price EUR 120 per share.
  • The repurchase of shares decreases the company's non-restricted share-holders' equity.
  • The authorisation is valid until the close of the next Annual General Meeting, up to a maximum of one (1) year after the close of this Annual General Meet-ing.

18. Election of the Nomination Committee and the Chairman of the Nomination Committee

In accordance with the Corporate Governance guidelines ratified by the Board of Directors on 01/03/2016, the company has a four-member Nomination Committee elected by the Annual General Meeting. The Nomination Committee prepares the election of Board members and the auditor, as well as reward-related matters for a proposal to be presented to the Annual General Meeting.

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting elects Tapio Hakakari, Pekka Kantanen and Lauri Kerman (secre-tary) as members of the Nomination Committee and Tarja Tikkanen as its Chair-man.

19. Closing of the meeting

Documents for the Annual General Meeting

The Annual Report will be available on the company's website (www.enfo.fi) from 08/03/2016 at 12:00 noon, and will be sent to shareholders upon separate request. Documents concerning the financial statements and the proposals by the Board of Directors and the Nomination Committee will be available for review by shareholders on the company's website (www.enfo.fi) from 8 March 2016 at 12:00 noon. Copies of these documents can be sent to shareholders upon request, and they will also be available at the Annual General Meeting.

The minutes of the Annual General Meeting with the voting results and appendices related to the decisions made by the AGM will be available on the company's website (www.enfo.fi) at the latest on 13 April 2016.

C Instructions for meeting participants

1. Shareholder registered in the shareholder list

A shareholder who

  • is registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the Annual General Meeting matching date, 16/03/2016; and
  • has registered for the Annual General Meeting by 29 March 2016 at 4:00 p.m. has the right to participate in the Annual General Meeting.

Registration is possible by sending a letter to Enfo Oyj/Mari Kainulainen, P.O. Box 1582, 70461 Kuopio; by e-mail to mari.kainulainen@enfo.fi or by telephone on +358 44 719 3017/Mari Kainulainen. The registration must reach the company be-fore the expiry of the registration period.

2.Holders of nominee-registered shares

Holders of nominee-registered shares have the right to participate in the Annual General Meeting under the shares, on the basis of which they have the right to be registered in the shareholders' register maintained by Euroclear Finland Ltd on 16 March 2016. In addition, participation requires that the shareholders have, under these shares, been temporarily registered in the shareholders' register maintained by Euroclear Finland Ltd by 10:00 a.m. on 23 March 2016. This is considered to be registration for the Annual General Meeting with regard to nominee-registered shares.

Such shareholders are advised to request from their custodian bank, without delay, the necessary instructions regarding registration in the temporary shareholder's reg-ister of the company, the issuing of proxy documents and registration for the Annu-al General Meeting. The account management organisation of the custodian bank has to register a holder of nominee-registered shares who wishes to participate in the general meeting in the temporary shareholder register of the company at the latest by the time stated above.

3. Use of a proxy, powers of attorney and the right to present questions

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. 

A proxy shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. It is requested that the proxy document be submitted to the company in connection with registration.

In accordance with Section 5(25) of the Companies Act, a shareholder present at a general meeting of shareholders has the right to present questions on matters dealt with by the meeting.

4. Other information

On the date of this notice of the general meeting, 1 March 2016, the total number of shares and votes in the company is 600,833. Of the shares, 1,011 were held by the company on the date of the notice of the meeting.

Kuopio, 1 March 2016

ENFO OYJ

Board of Directors