ENEDO PLC Stock Exchange Release 2.12.2021 at 7.20 p.m.
NOTICE OF ENEDO PLC’S EXTRAORDINARY GENERAL MEETING
Notice is accustomed to the shareholders of Enedo Plc (“Enedo” or the “company”) to the Extraordinary Accepted Affair to be captivated on Thursday, 23 December 2021 at 10.00 a.m. at the arch appointment of the company, abode Martinkyläntie 43, Vantaa.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
At the Extraordinary Accepted Affair the afterward affairs will be considered:
1. Opening of the meeting
2. Calling the affair to order
Teemu Summanen, LL.M, will act as Chairman of the Extraordinary Accepted Meeting. Should Teemu Summanen for a beefy acumen not be able to act as Chairman of the Extraordinary Accepted Meeting, the company’s Board of Directors will accredit accession actuality that it deems best acceptable to act as Chairman.
3. Election of bodies to analyze the annual and to administer the counting of votes
The Company’s CFO, Hannu Hiillos, will analyze the annual and administer the counting of votes at the Extraordinary Accepted Meeting. Should Hannu Hiillos for a beefy acumen not be able to appear to these tasks, the company’s Board of Directors will accredit accession actuality that it deems best acceptable to analyze the annual and administer the counting of votes.
4. Recording the amends of the meeting
5. Recording the appearance at the affair and acceptance of the annual of votes
Shareholders who accept voted in beforehand in accordance with the instructions set out in this apprehension and who accept the appropriate to appear the Extraordinary Accepted Affair in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be recorded to accept abounding the Extraordinary Accepted Meeting. The annual of votes will be adopted according to the advice provided by Euroclear Finland Ltd.
6. Authorizing the Board of Directors to adjudge on a directed issue
The Board of Directors of the aggregation proposes that the Accepted Affair accredit the Board of Directors to adjudge on a directed allotment affair as follows:
A best of 55,000,000 new shares may be issued beneath the authorization. Deviating from the company’s shareholders’ cable right, the shares will be offered for cable by Inission AB (publ) (“Inission”) at a cable amount of EUR 0.1 per share. The cable amount of the directed affair is based on negotiations amid the aggregation and the parties to the costs adjustment and is accordingly justified for the accomplishing of the all-embracing accommodation arrangement.
The purpose of the directed affair is to defended the ability of the company’s costs arrangement. Inission has committed to act as angel of the costs arrangement. The directed affair can alone booty abode if Inission becomes accountable for the accommodation (including interests and expences) accompanying to the company’s costs adjustment and Inission would appropriately accept a appropriate of recourse adjoin the company. The cable amount of the shares to be subscribed would be set off to the admeasurement that Inission has repaid the company’s loans (including interests and expences) on the base of the agreement accountability and the aggregation has not paid that recourse affirmation to Inission admitting its request.
The accomplishing of the costs adjustment ensures the chain of the company’s operations, so there is a acute cyberbanking acumen for the directed allotment affair and the aberration from the shareholders’ pre-emptive cable appropriate referred to in Chapter 9, Area 4, Subsection 1 of the Companies Act.
The Board of Directors is accustomed to adjudge on all added agreement of the allotment issue.
The allotment is accurate until December 31, 2023.
The allotment does not abjure antecedent authorizations beneath which the company’s Board of Directors has been accustomed to adjudge on the arising of shares and / or appropriate rights entitling to shares.
If the allotment affair to Inission AB (publ) (“Inission”) enabled by the allotment declared aloft were to be completed in full, Inission’s allotment of the company’s shares and votes would access from the accepted 49.6% to about 72.1%. The Commission is applying to the Cyberbanking Supervision Authority for a abiding absolution from the binding action obligation pursuant to Chapter 11, Area 26 of the Securities Markets Act, and the cable charge accustomed by it is codicillary on accepting an absolution from the Cyberbanking Supervision Authority. To access an exemption, the allotment declared aloft charge be accurate by absolute shareholders apery at atomic two-thirds of the votes casting at the company’s Extraordinary Accepted Meeting.
7. Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
This notice, which contains the proposals fabricated to the Extraordinary Accepted Meeting, is accessible on the company’s website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-december-2021/. A archetype of this apprehension will be beatific to shareholders aloft request. The annual of the Extraordinary Accepted Affair will be accessible on the above-mentioned website as from 6 January 2022, at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
The company’s shareholders can participate in the Extraordinary Accepted Affair and exercise their actor rights alone by voting in beforehand in accordance with the instructions set out below.
1. Appropriate to participate
Each shareholder, who is registered in the shareholders’ annals of the aggregation captivated by Euroclear Finland Ltd on the almanac date of the Extraordinary Accepted Meeting, which is 13 December 2021, has the appropriate to participate in the Extraordinary Accepted Meeting. A shareholder, whose shares are registered on his/her claimed Finnish book-entry account, is registered in the shareholders’ annals of the company. A actor can participate in the Extraordinary Accepted Affair and exercise his/her actor rights alone by voting in beforehand in accordance with the instructions set out below.
Changes in the buying of shares afterwards the almanac date of the Extraordinary Accepted Affair do not affect the appropriate to participate in the affair or the cardinal of votes of the shareholder.
Instructions for holders of appointee registered shares are set out beneath beneath Area C.4 “Holders of appointee registered shares”.
2. Allotment and voting in advance
Registration for the Extraordinary Accepted Affair and beforehand voting will activate at 15.00 apex on 7 December 2021 afterward the borderline for appointment counterproposals as added set out in area 5 below. A actor registered in the shareholders’ annals of the company, who wishes to participate in the Extraordinary Accepted Meeting, charge annals for the Extraordinary Accepted Affair and vote in beforehand no afterwards than by 20 December 2021 at 10.00 a.m., by which time the allotment and votes charge accept been received.
A shareholder, whose shares are registered on his/her Finnish book-entry account, can annals and vote in beforehand on assertive affairs in the afterward ways:
a) electronically through the company’s website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-december-2021/ .
Registration requires able cyberbanking affidavit of a actor who is a accustomed person. When a actor who is a accustomed actuality logs into the annual through the Company’s website, he/she is directed to the cyberbanking authentication. Afterwards this, a actor can in one affair annals to the Extraordinary Accepted Meeting, accredit accession actuality and vote in advance. Able cyberbanking affidavit can be fabricated with online cyberbanking codes or a adaptable certificate. For shareholders that are acknowledged persons, no able cyberbanking affidavit is required. However, shareholders that are acknowledged bodies charge accommodate their book-entry annual cardinal and added appropriate information.
b) by e-mail or approved mail
A actor may accelerate the beforehand voting anatomy accessible on the company’s website to Euroclear Finland Ltd by email to [email protected] or by approved mail to Euroclear Finland Ltd, Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki, Finland. The beforehand voting anatomy will be accessible at https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-december-2021/ already the allotment and beforehand voting begins on 7 December, 2021 at 15.00 apex or anon thereafter.
A shareholder’s beforehand votes are registered and taken into annual if the actor registers and votes in beforehand in accordance with the applicative instructions and appropriately provides all appropriate advice in affiliation thereto afore the accomplishment of the allotment and beforehand voting period.
The voting instructions will additionally be accessible on the company’s website athttps://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-december-2021/. In affiliation with the registration, a actor or a proxy adumbrative is appropriate to accommodate the requested claimed information. The claimed advice accustomed to the aggregation by shareholders and proxy assembly is alone acclimated in affiliation with the Extraordinary Accepted Affair and with the processing of accompanying all-important registrations.
3. Proxy adumbrative and admiral of attorney
A actor may accredit a proxy adumbrative to annals and vote in beforehand on annual of the shareholder. Proxy assembly cannot appear the affair physically and charge additionally vote in beforehand in the address declared in this notice. A proxy and voting apprenticeship arrangement will be accessible at https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-december-2021/ already the allotment and beforehand voting begins on 7 December, 2021 at 15.00 apex or anon thereafter.
Authorizing a proxy adumbrative requires that:
a) If allotment and beforehand voting occurs through cyberbanking affair annual on Enedo’s website: appropriately busy proxy abstracts should be delivered primarily by email to [email protected] or by mail to Enedo Oyj / Hannu Hiillos, Martinkyläntie 43, 01720 Vantaa, afore the end of the allotment and beforehand voting period, by which time the proxy abstracts charge accept been received. Proxy assembly can alone annals and vote in beforehand on annual of accumulated shareholders in the accepted affair service. Accustomed bodies charge annals and vote in beforehand themselves by application Finnish coffer ID; or
b) If allotment and beforehand voting occurs by clearing beforehand voting anatomy that will be accessible on Enedo’s website on 7 December 2021: appropriately busy proxy abstracts should be delivered to Euroclear Finland Ltd calm with the active and appropriately busy beforehand voting form, in accordance with the instructions and by the applicative deadlines set out in the accordant form.
Only carrying proxy abstracts to the aggregation or to Euroclear Finland Ltd does not aftereffect in the shareholder’s beforehand votes actuality registered and taken into account. The acknowledged allotment of a actor and his/her beforehand votes additionally requires that the proxy adumbrative registers and votes in beforehand on annual of the actor in the address set out in this notice.
If a actor wishes to participate in the Extraordinary Accepted Affair by agency of several proxy assembly apery the actor withshares at altered book-entry accounts, abstracted proxies for anniversary book-entry annual needs to be provided and the shares by which anniversary proxyrepresentative represents the actor shall be articular in the proxy documents.
Holders of appointee registered shares should annals and vote in beforehand in accordance with the instructions set out beneath Area C.4 “Holders of appointee registered shares”.
4. Holders of appointee registered shares
A holder of appointee registered shares has the appropriate to participate in the Extraordinary Accepted Affair by advantage of such shares, based on whichhe/she on the almanac date of the Extraordinary Accepted Meeting, on 13 December 2021, would be advantaged to be registered in the shareholders’ annals of the aggregation maintained by Euroclear Finland Oy Ltd. The appropriate to participate in the Extraordinary Accepted Affair requires, in addition, that the actor on the base of such shares has been registered into the acting shareholders’ annals captivated by Euroclear Finland Ltd at the latest by 20 December 2021 at 10.00 a.m. As commendations appointee registered shares this constitutes due allotment for the Extraordinary Accepted Meeting. Changes in the buying of shares afterwards the almanac date of the Extraordinary Accepted Affair do not affect the appropriate to participate in the Extraordinary Accepted Affair or the cardinal of votes of the shareholder.
A holder of appointee registered shares is brash to appeal after adjournment all-important instructions apropos the allotment in the temporaryshareholders’ annals of the company, the arising of proxy abstracts and allotment for the Extraordinary Accepted Affair from his/her babysitter bank. The annual administration alignment of the babysitter coffer has to annals a holder of appointee registered shares, who wants to participate in the Extraordinary Accepted Meeting, into the acting shareholders’ annals of the aggregation at the latest by 20 December 2021 at 10.00 a.m.
The annual administration alignment of the babysitter coffer shall additionally booty affliction of the voting in beforehand on annual of the holders of nominee-registered shares aural the allotment aeon applicative to nominee-registered shares.
5. Counterproposals, appropriate to ask questions and added information
Shareholders apery at atomic one hundredth (1/100) of all the shares in the aggregation accept the appropriate to accomplish counterproposals apropos the affairs on the calendar of the Extraordinary Accepted Affair to be placed for a vote. Such counterproposals shall be delivered to the aggregation by email [email protected] at the latest by 7 December 2021 at 10.00 a.m., by which time the counterproposals charge be accustomed by the company.
A counterproposal is acceptable for voting at the Extraordinary Accepted Affair if the shareholders who accept fabricated the counterproposal accept the appropriate to appear the affair and on the almanac date of the Extraordinary Accepted Affair represent at atomic one hundredth (1/100) of all shares in the company. If a counterproposal is not acceptable for voting at the Extraordinary Accepted Meeting, the votes accustomed in favor of such a counterproposal will not be taken into account. The aggregation will broadcast abeyant counterproposals acceptable for voting on the company‘s website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-december-2021/ on 7 December 2021 at 15.00 noon, at the latest.
A actor has the appropriate to ask questions with account to the affairs to be advised at the Extraordinary Accepted Affair pursuant to Chapter 5,Section 25 of the Finnish Companies Act. Such questions charge be beatific by email to [email protected] by 9 December 2021 at 3.00 p.m., by which time the questions charge be accustomed by the company. Such questions by shareholders, responses to such questions by the company‘s administration as able-bodied as added counterproposals than those acceptable for voting will be accessible on the company‘s website at https://enedopower.com/investors/governance/general-meeting-of-shareholders/extraordinary-general-meeting-december-2021/ on 14 December 2021, at the latest.
In affiliation with allurement questions, shareholders are appropriate to accommodate able affirmation of their shareholding.
On the date of this notice, 2 December 2021, the absolute cardinal of shares in Enedo Plc amounts to 68,523,193 and said shares accept 68,523,193 votes in total.
The Board of Directors
For added advice amuse acquaintance CEO Mr. Mikael Fryklund,tel. 358 40 500 6864
Nasdaq Helsinki LtdPrincipal media
Enedo is a European artist and ambassador of high-quality cyberbanking ability food and systems for analytical accessories alike in the best ambitious environments. Enedo´s mission is to accomplish electricity bigger – added reliable, added secure, added activity able – and aloof appropriate to fit its purpose. Enedo´s three capital artefact categories are Led Drivers, Ability food and Ability Systems. In 2020 the group´s acquirement was EUR 38,5 million. Enedo has 354 employees, and its capital functions are amid in Finland, Italy, Tunisia and USA. The group´s arch appointment is in Finland and ancestor aggregation Enedo Oyj is listed on Nasdaq Helsinki Oy.
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