Notice of Enfo Oyj's extraordinary general meeting
The shareholders of Enfo Oyj are invited to attend the Extraordinary General Meeting to be held on Friday, 15 December 2017 at 11:30 a.m. at the company premises in Viestikatu 7, Kuopio, Finland.
A Matters to be dealt with by the General Meeting
The following matters will be dealt with by the General Meeting:
1. Opening of the meeting
2. Organization of the meeting
3. Election of persons to scrutinize 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. Approval of the agenda of the meeting
7. Resolution on the number of the members of the Board of Directors
The Nomination Committee proposes that seven members shall be elected to the Board of Directors.
8. Election of the members of the Board of Directors
The Nomination Committee proposes that Arto Herranen shall be elected ordinary member of the Board of Directors as of 1 January 2017. The current members of the Board of Directors Anssi Lehikoinen (Chairman), Lauri Kerman, Timo Kärkkäinen, Mikko Laine, Soili Mäkinen and Kaisa Olkkonen shall continue as members of the Board of Directors.
9. Resolution on the remuneration of the members of the Board of Directors
The Nomination Committee proposes that as of 1 May 2017 the Chairman of the Board of Directors be paid a fee of EUR 4,000 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 members are insured under the employees' pension insurance (TyEL) scheme. The contribution attributable to the member is deducted from the fee and the company pays the part attributable to the employer.
The Nomination Committee proposes that the travel expenses of Board members are compensated for in accordance with the company's travel policy.
10. Board of Directors' proposal to authorize the Board of Directors to decide on conveying new or treasury shares through a directed share issue
The Board of Directors proposes to the General Meeting that the General Meeting authorize 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 30,000 shares.
- The Board of Directors is authorized to decide to whom and in which order the shares are conveyed and/or issued. The shares can be conveyed 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.
- Shares can be conveyed and/or issued as part of the company's salary and incentive scheme for the company'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 authorization is valid for the time being.
- The authorization does not revoke previous share issue authorizations decided by the General Meeting of shareholders.
The authorization is related to the execution of the planned LTI share incentive system of the company.
11. Board of Directors' proposal to authorize the Board of Directors to decide on the repurchase of company shares
The Annual General Meeting of the company held on 30 March 2017 resolved to authorize the Board of Directors to decide on the repurchase of shares in the company. The Board of Directors proposes to the General Meeting that the General Meeting broadens and clarifies the said authorization as follows, while the authorization remains valid in all other aspects:
- The Board of Directors may decide on the repurchase of a maximum of 10,000 shares.
- 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 company's salary or incentive system, in order to fulfil the company's share repurchase commitments and for cancellation of these or in other circumstances, where the Board of Directors considers there is justified cause for the repurchase of company's shares.
12. Other matters
13. Closing of the meeting
B Documents for the General Meeting
The documents required by Section 5(21) of the Companies Act shall be available on the company's website (www.enfogroup.com/investors/reports-and-presentations) latest from 24 November 2017 at 12:00 noon. Copies of these documents can be sent to shareholders upon request, and they will also be available at the General Meeting.
The minutes of the General Meeting with the voting results and appendices related to the decisions made shall be available on the company's website (www.enfogroup.com) at the latest on 20 December 2017.
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 General Meeting record date, 4 December 2017, and
- has registered for the General Meeting by 14 December 2017 at 4:00 p.m. (Finnish time) has the right to participate in the General Meeting.
Registration is possible by e-mail to firstname.lastname@example.org or by sending a letter to Enfo Oyj/Virpi Väätäinen, P.O. Box 1582, 70461 Kuopio, Finland. The registration must reach the company before the expiry of the registration period.
2. Holders of nominee-registered shares
Holders of nominee registered shares have the right to participate in the General Meeting by virtue of such shares, based on which they on the record date 4 December 2017 would be entitled to be registered in the shareholders' register maintained by Euroclear Finland Ltd. In addition, participation requires that shareholder has by virtue of these shares been registered into the temporary shareholders' register on 10:00 a.m. on 12 December 2017 at the latest. This is considered to be a registration for the 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 shareholders' register of the company, the issuing of proxy documents and registration for the General Meeting. The account management organization of the custodian bank has to register a holder of nominee-registered shares who wishes to participate in the General Meeting in the temporary shareholders' 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 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, 23 November 2017, the total number of shares and votes in the company is 670,349. Of the shares, 4,490 shares were held by the company on the date of the notice of the meeting.
Kuopio, 23 November 2017
Board of Directors