Efecte Plc: Decisions by the Annual General Meeting 2021
EFECTE PLC -- COMPANY ANNOUNCEMENT -- 23 March 2021 at 12:30
Efecte Plc: Decisions by the Annual General Meeting 2021
Efecte Plc held its Annual General Meeting on 23 March 2021 at Innopoli 3, Vaisalantie 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 temporary legislation (667/2020) that entered into force on 3 October 2020.
Approximately 55 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.-31.12.2020.
The Meeting decided that no dividend is distributed for the financial year 1.1.-31.12.2020.
BOARD OF DIRECTORS
Six (6) members were elected to the Board. Pertti Ervi, Turkka Keskinen, Kari J. Mäkelä, Päivi Rekonen Brigitte Falk and Esther Donatz were re-elected as members of the Board.
The Meeting decided that the fee for the Chairman of the Board of Directors is increased by EUR 333 per month, so that during the term of office the Chairman of the Board is paid EUR 3,423 per month. The fees for the other members of the Board of Directors are increased by EUR 250 per month, so that during the term of office the other members of the Board of Directors are paid EUR 1,795 per month 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 2021 or, if this is not possible taking insider rules into account, as soon as possible thereafter. 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 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 maximum number of shares corresponds to approximately 7.4 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 acquisitions 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). The authorisation is effective until the next Annual General Meeting, however, at the latest until 30 June 2022. The authorisation revokes the repurchase authorisation granted by the Annual General Meeting on 22 April 2020.
The Meeting authorised the Board of Directors to decide, in one or more instalments, to offer shares, option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act. The Board may decide to offer a maximum of 608,000 shares based on this authorization. The Board may decide to issue new shares or shares held by the company. The maximum number of shares included in the 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 2022. The authorisation revokes the share issue authorisations granted by the Annual General Meeting on 22 April 2020.
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 service organizations 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 global players 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.
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