Efecte Plc: Decisions by the Annual General Meeting 2020

 EFECTE PLC -- COMPANY ANNOUNCEMENT -- 22 April 2020 at 15:00

Efecte Plc: Decisions by the Annual General Meeting 2020

Efecte Plc held the Annual General Meeting on 22 April 2020 at Innopoli 3, Vaisalantie 6, Espoo, Finland.

Approximately 62 percent of Efecte's shares were represented at the Meeting.

The Meeting decided to adopt the financial statements for 1.1.-31.12.2019 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 2019.

BOARD OF DIRECTORS

Six (6) members were elected to the Board. Pertti Ervi, Turkka Keskinen, Kari J. Mäkelä and Päivi Rekonen were re-elected to the Board and Brigitte Falk and Esther Donatz were elected as new members of the Board.

The Meeting decided that the fees for the members of the Board of Directors are increased by 3 %. The members will be paid the following fees for their term of office: the Chairman of the Board be paid EUR 3,090 per month and the other members of the Board of Directors be paid EUR 1,545 per month each. Approximately 40 per cent of the remuneration be paid in Efecte Plc’s shares and approximately 60 per cent 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 2020 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.

AUDITOR

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 7.5 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 2021. The authorisation revokes the repurchase authorisation granted by the Annual General Meeting on 4 April 2019.

The Meeting authorised the Board of Directors to decide to offer a maximum of 1,000,000 new 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 issue new shares or shares held by the company. The maximum number of shares included in the proposed authorisation accounts for approximately 16.7 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 2021. The authorisation revokes the share issue authorisations granted by the Annual General Meeting on 4 April 2019.

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:

CEO Niilo Fredrikson, 7

Certified Adviser:

Evli Bank Plc, tel 0

Efecte Plc

Efecte is a Finnish software company offering cloud-based Service Management solutions and related supportive professional services. With Efecte’s software, organizations can flexibly manage all internal and external services, for example, an IT, HR or finance department’s services, customer service and access rights. Efecte is one of the leading software vendors in its field for medium-sized and public organizations in Finland and the Nordic countries. The company was established in 1998 and is listed on the Nasdaq First North Growth Market Finland marketplace. Efecte operates in Finland, Sweden, Germany, and Denmark.