EFECTE PLC -- COMPANY ANNOUNCEMENT -- 5 April 2018 at 15:00
Efecte Plc: Decisions by the Annual General Meeting 2018
Efecte Plc held the Annual General Meeting on 5 April 2018 at Innopoli 2, Tekniikantie 14, Espoo, Finland.
Approximately 51 percent of Efecte's shares were represented at the Meeting.
The Meeting decided adopted the financial statements for 1.1.-31.12.2017 and discharged the members of the Board of Directors and the CEO from liability.
The Meeting decided that no dividend is distributed for the financial year 2017.
BOARD OF DIRECTORS
Pertti Ervi, Niilo Fredrikson, Turkka Keskinen, Kari J. Mäkelä, and Hannu Vaajoensuu were re-elected to the Board. Päivi Rekonen was elected as a new member to the Board.
The Meeting decided that the Chairman of the Board will be paid EUR 3,000 per month and the other members of the Board of Directors will be paid EUR 1,500 per month each. Approximately 40 per cent of the remuneration will be paid in Efecte Plc's shares and 60 per cent will be paid in cash. Remunerations will be paid by issuing new shares and/or transferring company's own shares to the Board members within two weeks from the release of the business review for 1 January - 31 March 2018 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 will be compensated for reasonable travelling costs for attending the Board meetings.
AUDITOR
The authorised public accountants Ernst & Young Oy was re-elected as the auditor of the company, 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 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 2019. The authorisation revokes the repurchase authorisation granted by the Annual General Meeting on 4 May 2017.
The Meeting authorised the Board of Directors to decide to offer a maximum of 800,000 shares through a share issue in one or several instalments. The Board may decide to issue new shares or shares held by the company. The authorisation includes the right to issue shares through private offering, in other words, to deviate from the shareholders' pre-emptive right subject to the requirements set forth in the law and the right to issue shares against payment or without charge. Under the authorisation, the Board of Directors will be entitled to decide on the terms and conditions of any share issue, including the recipients of the shares and the compensation to be paid. This authorisation can be exercised for purposes determined by the Board of Directors. The authorisation is effective until the next Annual General Meeting, however, at the latest until 30 June 2019. The authorisation revokes the share issue authorisations granted by the Annual General Meeting on 4 May 2017 and Extraordinary General Meeting on 4 October 2017. Authorisations for options stay valid.
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.
Further enquiries:
Hannu Nyman
CFO
Efecte Plc
hannu.nyman@efecte.com
+358 50 306 9913
Certified Adviser:
Evli Bank Plc, tel +358 9 4766 9926
Efecte Plc
Efecte is a Finnish software company that provides cloud-based service and identity management software solutions, as well as related consultancy services. They simplify and improve the efficiency of managing the services, IT systems and infrastructure in an organization. Measured by number of customers, Efecte is one of the leading software vendors in its field to large, medium-sized and public organizations in Finland and the Nordic countries. The Company was founded in 1998. In addition to Finland, it has operations in Sweden, Denmark, and Germany. Efecte employs around 100 professionals and had a turnover of 10.6 million euros in 2017.
www.efecte.com