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Enedo Plc

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NOTICE OF ENEDO PLC’S EXTRAORDINARY GENERAL MEETING

ENEDO PLC   Stock Exchange Release     16.2.2021     at 10:20 a.m.

NOTICE OF ENEDO PLC’S EXTRAORDINARY GENERAL MEETING


Notice is given to the shareholders of Enedo Plc ("Enedo" or the "company") to the Extraordinary General Meeting to be held on Tuesday,9 March 2021 at 10.00 a.m. at the head office of the company, address Martinkyläntie 43, Vantaa.

The company’s Board of Directors has resolved on exceptional meeting procedures based on the so-called temporary legislation approved by the Finnish Parliament on 2 October 2020. In order to curb the spread of the COVID-19 pandemic, the Extraordinary General Meeting will be organized without shareholders’ or their proxy representatives’ presence at the Extraordinary General Meeting venue.

The company’s shareholders may participate in the Extraordinary General Meeting and exercise their shareholder rights only by voting in advance and by presenting counterproposals or questions in advance. Instructions for shareholders are provided in section C. "Instructions for the participants in the Extraordinary General Meeting".

The company’s Board of Directors, the Executive Management Team or the auditors will not participate in the Extraordinary General Meeting and they will not give any addresses. Furthermore, no webcast to the Extraordinary General Meeting will be provided.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

At the Extraordinary General Meeting the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

Johanna Hölli-Koskipirtti, LL.M, will act as Chairman of the Extraordinary General Meeting. Should Johanna Hölli-Koskipirtti for a weighty reason not be able to act as Chairman of the Extraordinary General Meeting, the company’s Board of Directors will appoint another person that it deems most suitable to act as Chairman.

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

The Company’s CFO, Olli Mustonen, will scrutinize the minutes and supervise the counting of votes at the Extraordinary General Meeting. Should Olli Mustonen for a weighty reason not be able to attend to these tasks, the company’s Board of Directors will appoint another person that it deems most suitable to scrutinize the minutes and 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

Shareholders who have voted in advance in accordance with the instructions set out in this notice and who have the right to attend the Extraordinary General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be recorded to have attended the Extraordinary General Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd.

6. Authorizing the Board of Directors to decide on a rights issue and a directed issue related to the company’s comprehensive financing arrangement

The Board of Directors proposes to the General Meeting that it decides on a rights issue and a directed issue relating to the comprehensive financing arrangement announced on 16 February 2021 allowing for the arrangement of its debts, partial cancellation of these debts and financial turnaround programme (the "Financing Arrangement").

a.         The Board of Directors of the Company proposes to the General Meeting that it authorize the Board of Directors to decide on a rights issue as follows:

                  -          A maximum of 25 298 205 new shares may be issued based on the authorization at a subscription price of EUR 0.20 per share.  The subscription price is based on negotiations between the company, the parties of the financing arrangement and the parties committed to the subscription and, therefore, is justified in order to execute the comprehensive debt arrangement and to secure the company’s working capital needs. The shares are being offered to the shareholders of the company in proportion of their shareholding in the company as per the record date of the share issue. The Board of Directors is entitled to decide on the offering of shares that potentially remain unsubscribed for pursuant to the shareholders’ pre-emptive subscription right for subscription to shareholders or other parties. The Board of Directors is authorized to decide on any other terms and conditions of the share issue.
                  -          The authorization will be valid until 31 December 2021.
                  -          The authorization will not revoke any prior authorizations granted to the Board of Directors to decide on the issuance of shares and/or special rights entitling to shares.

If the General Meeting approves the authorization, each share will entitle the holder to subscribe for three new shares.

b.         The Board of Directors of the company proposes that the General Meeting authorize the Board of Directors to decide on a directed share issue as follows:

- Pursuant to the authorization, a maximum of 35 000 000 new shares may be issued. The shares will be offered in deviation from the company’s shareholders’ pre-emptive subscription right to be subscribed for by Inission AB (publ) ("Inission") and Joensuun Kauppa ja Kone Oy at a subscription price of EUR 0.2 per share. The subscription price of the directed issue is based on negotiations between the company, the parties of the financing arrangement and the parties committed to the subscription and, therefore, is justified in order to execute the comprehensive debt arrangement and to secure the company’s working capital needs.

The Board of Directors is authorized to decide on all other terms and conditions of the share issue.

The purpose of the directed issue is to secure the completion of the company’s Financing Arrangement, the execution of the financial turnaround programme and, therefore, the continuation of the company’s operations, so there is a weighty financial reason for the company, as referred to in Chapter 4, section 4(1) of the Finnish Companies Act, for the directed issue and for the deviation from the shareholder’s pre-emptive right.

- The authorization will be valid until 31 December 2021.

- The authorization will not revoke any prior authorizations granted to the Board of Directors to decide on the issuance of shares and/or special rights entitling to shares.

- If the rights issue and the directed issue are realised in full, Inission AB (publ) ("Inission") will hold 49.5 per cent of the shares and votes in the company. Inission intends to seek from the Finnish Financial Supervisory Authority a permanent exemption referred to in Chapter 11, section 26 of the Finnish Securities Markets Act from the mandatory obligation to launch a tender offer, and its subscription undertaking is conditional upon the exemption from the Finnish Financial Supervisory Authority. The exemption would apply to the crossing of the 30 per cent threshold for the obligation to launch a mandatory tender offer. The exemption requires that the directed issue is supported at the company’s Extraordinary General Meeting by shareholders independent thereof that represent at least two thirds of the votes given.

7. Closing of the meeting

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

This notice, which contains the proposals made to the Extraordinary General Meeting, is available on the company’s website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-march-2021/. A copy of this notice will be sent to shareholders upon request. The minutes of the Extraordinary General Meeting will be available on the above-mentioned website as from 23 March 2021, at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

The company’s shareholders can participate in the Extraordinary General Meeting and exercise their shareholder rights only by voting in advance in accordance with the instructions set out below.

1. Right to participate

Each shareholder, who is registered in the shareholders’ register of the company held by Euroclear Finland Ltd on the record date of the Extraordinary General Meeting, which is 25 February 2021, has the right to participate in the Extraordinary General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company. A shareholder can participate in the Extraordinary General Meeting and exercise his/her shareholder rights only by voting in advance in accordance with the instructions set out below.

Changes in the ownership of shares after the record date of the Extraordinary General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder.

Instructions for holders of nominee registered shares are set out below under Section C.4 "Holders of nominee registered shares".

2. Registration and voting in advance

Registration for the Extraordinary General Meeting and advance voting will begin at 12.00 noon on 22 February 2021 following the deadline for submitting counterproposals as further set out in section 5 below. A shareholder registered in the shareholders’ register of the company, who wishes to participate in the Extraordinary General Meeting, must register for the Extraordinary General Meeting and vote in advance no later than by 4 March 2021 at 10.00 a.m., by which time the registration and votes must have been received.

A shareholder, whose shares are registered on his/her Finnish book-entry account, can register and vote in advance on certain matters on the agenda between 12.00 noon on 22 February 2021 and 10.00 a.m. on 4 March 2021 in the following ways:

      a)  electronically through the company’s website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-march-2021/.

Registration requires strong electronic authentication of a shareholder who is a natural person. When a shareholder who is a natural person logs into the service through the Company's website, he/she is directed to the electronic authentication. After this, a shareholder can in one session register to the Extraordinary General Meeting, authorize another person and vote in advance. Strong electronic authentication can be made with online banking codes or a mobile certificate. For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must provide their book-entry account number and other required information.

      b)  by e-mail or regular mail
             
            A shareholder may send the advance voting form available on the company’s website to Euroclear Finland Ltd by email to yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Ltd, Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki, Finland. The advance voting form will be available at  https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-march-2021/ once the registration and advance voting begins on 22 February, 2021 at 12.00 noon or shortly thereafter.

A shareholder’s advance votes are registered and taken into account if the shareholder registers and votes in advance in accordance with the applicable instructions and duly provides all required information in connection thereto before the expiry of the registration and advance voting period.

The voting instructions will also be available on the company's website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-march-2021/. In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information. The personal information given to the company by shareholders and proxy representatives is only used in connection with the Extraordinary General Meeting and with the processing of related necessary registrations.

3. Proxy representative and powers of attorney

A shareholder may authorize a proxy representative to register and vote in advance on behalf of the shareholder. Proxy representatives cannot attend the meeting physically and must also vote in advance in the manner described in this notice. A proxy and voting instruction template will be available at  https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-march-2021/ once the registration and advance voting begins on 22 February, 2021 at 12.00 noon or shortly thereafter.

Authorizing a proxy representative requires that:

  1. If registration and advance voting occurs through electronic meeting service on Enedo’s website: duly populated proxy documents should be delivered primarily by email to paivi.vanttinen@enedopower.com or by mail to Enedo Oyj / Päivi Vänttinen, Martinkyläntie 43, 01720 Vantaa, before the end of the registration and advance voting period, by which time the proxy documents must have been received. Proxy representatives can only register and vote in advance on behalf of corporate shareholders in the general meeting service. Natural persons must register and vote in advance themselves by using Finnish bank ID; or
     
  2.         If registration and advance voting occurs by populating advance voting form that will be available on Enedo’s website on 22 February 2021: duly populated proxy documents should be delivered to Euroclear Finland Ltd together with the signed and duly populated advance voting form, in accordance with the instructions and by the applicable deadlines set out in the relevant form.

Only delivering proxy documents to the company or to Euroclear Finland Ltd does not result in the shareholder’s advance votes being registered and taken into account. The successful registration of a shareholder and his/her advance votes also requires that the proxy representative registers and votes in advance on behalf of the shareholder in the manner set out in this notice.

If a shareholder wishes to participate in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with
shares at different book-entry accounts, separate proxies for each book-entry account needs to be provided and the shares by which each proxy
representative represents the shareholder shall be identified in the proxy documents.

Holders of nominee registered shares should register and vote in advance in accordance with the instructions set out under Section C.4 "Holders of nominee registered shares".

4. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which
he/she on the record date of the Extraordinary General Meeting, on 25 February 2021, would be entitled to be registered in the shareholders’ register of the company maintained by Euroclear Finland Oy Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 4 March 2021 at 10.00 a.m. As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting. Changes in the ownership of shares after the record date of the Extraordinary General Meeting do not affect the right to participate in the Extraordinary General Meeting or the number of votes of the shareholder.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary
shareholders’ register of the company, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, into the temporary shareholders’ register of the company at the latest by 4 March 2021 at 10.00 a.m.

The account management organization of the custodian bank shall also take care of the voting in advance on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares.

5. Counterproposals, right to ask questions and other information

Shareholders representing at least one hundredth (1/100) of all the shares in the company have the right to make counterproposals concerning the matters on the agenda of the Extraordinary General Meeting to be placed for a vote. Such counterproposals shall be delivered to the company by email to
ir@enedopower.com at the latest by 21 February 2021 at 4.00 p.m., by which time the counterproposals must be received by the company.

A counterproposal is eligible for voting at the Extraordinary General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Extraordinary General Meeting represent at least one hundredth (1/100) of all shares in the company. If a counterproposal is not eligible for voting at the Extraordinary General Meeting, the votes given in favor of such a counterproposal will not be taken into account. The company will publish potential counterproposals eligible for voting on the company‘s website at  https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-march-2021/ on 22 February 2021, at the latest.

A shareholder has the right to ask questions with respect to the matters to be considered at the Extraordinary General Meeting pursuant to Chapter 5,
Section 25 of the Finnish Companies Act. Such questions must be sent by email to ir@enedopower.com by 25 February 2021 at 4.00 p.m., by which time the questions must be received by the company. Such questions by shareholders, responses to such questions by the company‘s management as well as other counterproposals than those eligible for voting will be available on the company‘s website at  https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-march-2021/ on 1 March 2021, at the latest.

In connection with asking questions, shareholders are required to provide adequate evidence of their shareholding.

On the date of this notice, 16 February 2021, the total number of shares in Enedo Plc amounts to 8.432.735 and said shares have 8.432.735 votes in total.


EFORE PLC


The Board of Directors

For further information please contact CEO Mr. Vesa Leino, tel. +358 40 759 8956.

DISTRIBUTION

Nasdaq Helsinki Ltd
Principal media

Enedo

Enedo is a European designer and producer of high-quality electronic power supplies and systems for critical equipment even in the most demanding environments. Enedo’s mission is to make electricity better – more reliable, more secure, more energy efficient – and just right to fit its purpose. Enedo’s three main product categories are Led Drivers, Power Supplies and Power Systems. In 2019 the group’s revenue was EUR 43,3 million. Enedo has 394 employees and its main functions are located in Finland, Italy, Tunisia and USA. The group’s head office is in Finland and parent company Enedo Oyj is listed on Nasdaq Helsinki Oy.


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