Notice to the Annual General Meeting of Cleantech Invest Plc
Notice is given to the shareholders of Cleantech Invest Plc to the Annual General Meeting to be held on Friday, 21 April 2017 at 10.00 a.m. (EET) at Radisson Blu Seaside Hotel, address Ruoholahdenranta 3, 00180 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.30 a.m. (EET).
A. Matters on the agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to 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
6. Presentation of the annual accounts and the auditor's report for the year 2016
- Review by the CEO
7. Adoption of the annual accounts
8. Result for the financial period
Company’s result for the financial period 2016 as well as the Board of Directors proposal on handling of the result will be published on Friday 31 March 2017.
9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO
10. Resolution on the remuneration of the members of the Board of Directors
Shareholders representing approximately 17.09 per cent of the company's shares and approximately 61.31 per cent of the votes propose to the Annual General Meeting that the members of the Board of Directors be paid EUR 400 per month and granted additionally 10,000 stock options as annual remuneration. The stock options be issued based on the authorization which is proposed to be given by this Annual General Meeting. The remuneration of the members of the Board of Directors is not paid to persons working for the company. It is also proposed that the members of the Board of Directors be reimbursed for reasonable travel and lodging costs. Travel and lodging costs would not be compensated to those members of the Board of Directors who reside in the greater Helsinki area when the meetings are held in the greater Helsinki area.
11. Resolution on the number of members of the Board of Directors
Shareholders representing approximately 17.09 per cent of the company's shares and approximately 61.31 per cent of the votes propose to the Annual General Meeting that five (5) members be elected to the Board of Directors.
12. Election of members of the Board of Directors
Shareholders representing approximately 17.09 per cent of the company's shares and approximately 61.31 per cent of the votes propose to the Annual General Meeting that the current members of the Board of Directors Mr. Thomas Bengtsson, Mr. Peter Carlsson, Mr. Lassi Noponen, Mr. James Penney and Mr. Matti Vuoria be re-elected according to their consents.
In accordance with the Articles of Association of the company, the term of office of the members of the Board of Directors ends at the closing of the Annual General Meeting following the election.
The proposed Board members have informed the company that, in the event that they are elected, they intend to elect Lassi Noponen as Chairman of the Board and Thomas Bengtsson as Vice Chairman of the Board.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the auditor’s fees be paid according to the auditor’s invoice approved by the company.
14. Election of auditor
The Board of Directors proposes to the Annual General Meeting that auditing firm Deloitte & Touche Oy be re-elected as the company's auditor. Deloitte & Touche Oy has informed that the principal auditor will be Mr. Aleksi Martamo, Authorised Public Accountant. The term of office of the auditor ends at the closing of the Annual General Meeting following the election.
15. Authorizing the Board of Directors to decide on issuance of shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide, in one or more transactions, on the issuance of class A shares as follows:
The number of class A shares to be issued based on the authorization may in total amount to a maximum of 5,000,000 shares.
The Board of Directors decides on all the terms and conditions of the issuances of shares. The authorization concerns both the issuance of new shares as well as transfer of treasury shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue), if there is a weighty financial reason for the company.
The authorization cancels the authorization granted by the Extraordinary General Meeting on 9 March 2016 to decide on the issuance of shares.
The authorization is valid until 30 June 2018.
16. Authorizing the Board of Directors to decide on issuance of options
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide, in one or more transactions, on the issuance of options as follows:
The number of new class A shares that can be subscribed to based on the options that can be issued on basis of the authorization may in total amount to a maximum of 1,200,000 shares.
The options may be issued to the key personnel, including members of the Board of Directors of the company, and to cooperation partners and advisors of the company as part of the company's incentive scheme to be established by the Board of Directors. The options shall be divided into three equal-size tranches A, B and C:
- Tranche A: Share subscription period shall be 1 January 2020 – 31 December 2022 and the original subscription price EUR 2.74. However, the share subscription period for tranche A shall not begin prior to the trade volume weighted average quotation of the company’s class A share on First North Finland has been not less than EUR 4.00 during four (4) consecutive weeks.
- Tranche B: Share subscription period shall be 1 January 2021 – 31 December 2022 and the original subscription price EUR 2.74. However, the share subscription period for tranche B shall not begin prior to the trade volume weighted average quotation of the company’s class A share on First North Finland has been not less than EUR 5.00 during four (4) consecutive weeks.
- Tranche C: Share subscription period shall be 1 January 2022 – 31 December 2022 and the original subscription price EUR 2.74. However, the share subscription period for tranche C shall not begin prior to the trade volume weighted average quotation of the company’s class A share on First North Finland has been not less than EUR 6.00 during four (4) consecutive weeks.
The original share subscription price for the options is equal to the subscription price per share used in the previous share issue of the company.
Should the company distribute dividends or assets from reserves of unrestricted equity, the original share subscription price of the stock options shall be decreased by the amount of the dividend and the amount of the distributable unrestricted equity decided before share subscription, as per the dividend record date or the record date of the repayment of equity. The weighted average quotation, which constitutes the precondition for beginning of the share subscription period, shall in this case be decreased by a percentage corresponding to the decrease in the equity of the company following the distribution of assets.
Should the company reduce its share capital by distributing share capital to the shareholders, the original share subscription price of the stock options shall be decreased by the amount of the distributable share capital decided before share subscription, as per the record date of the repayment of share capital. The weighted average quotation, which constitutes the precondition for beginning of the share subscription period, shall in this case be decreased by a percentage corresponding to the decrease in the equity of the company following the distribution of assets.
The Board of Directors decides on the effects of a potential partial demerger on the options and the terms and conditions of the options, including the share subscription price.
The Board of Directors resolves the persons receiving the options and all other terms and conditions of the options. However, the General Meeting resolves on granting of options to members of the Board of Directors should the options be remuneration for membership in the Board of Directors. For the avoidance of doubt, the Board of Directors may resolve on granting of options to members of the Board of Directors who are also working for the company in an operative role or as an advisor, if the options are granted based on their operative or advisor role in the company.
The authorization cancels the authorization granted by the Extraordinary General Meeting on 9 March 2016 to decide on the issuance of options and other special rights entitling to shares.
The authorization is valid until 21 April 2022.
17. Authorizing the Board of Directors to decide on acquisition of the company’s own shares
The Board of Directors proposes that the Annual General Meeting decide to authorize the Board of Directors to decide on acquisition of the company’s own shares on the following terms and conditions:
The Board of Directors is authorized to repurchase a maximum of 1,145,000 company's own class A shares and/or accept company's own class A shares as pledge on the company's unrestricted equity. This amount corresponds to approximately 5.0 per cent of the company's shares.
The acquisition may take place in one or more instalments. The purchase price shall not be lower than the lowest price paid for the company's class A shares in multilateral trading on the acquisition date and shall not be higher than the highest price paid for the company's class A shares in multilateral trading on the acquisition date. In connection with the execution of the acquisition of own shares derivatives, share lending or other contracts customary to capital markets and permitted by laws and regulations may be entered into at price determined by the markets. The authorization entitles the Board of Directors to decide on the acquisition in deviation from the shareholders’ shareholding (directed acquisition).
Shares may be repurchased to be used as consideration in possible acquisitions or other business arrangements of the company, to finance investments, as part of the company's incentive scheme or to be retained, otherwise conveyed or cancelled.
The Board of Directors shall decide on other terms and conditions relating to acquisition of own shares. The authorization is valid for eighteen (18) months from the decision of the General Meeting.
18. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposals relating to the agenda of the Annual General Meeting as well as this notice are available on Cleantech Invest Plc’s website at www.cleantechinvest.com. The annual accounts of Cleantech Invest Plc for the financial year 2016 and the auditor's report will be available on the website from 31 March 2017 onwards. Additionally, the above-mentioned documents are available to shareholders at the meeting. Copies of these documents will be sent to shareholders upon request. Minutes of the meeting are available on the above-mentioned website no later than 5 May 2017 onwards.
C. Instructions for the participants
1. Shareholder registered in the shareholders’ register
Each shareholder who is registered on Friday, 7 April 2017 in the shareholders’ register of the company held by Euroclear Finland Oy has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her/its personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting no later than 18 April 2017 at 4.00 p.m., by which time the registration shall be received. The registration may take place at Cleantech Invest Plc's website:
www.cleantechinvest.com/AGM
In connection with the registration a shareholder shall notify his/her/its name, personal identification number, address, telephone number email address and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Cleantech Invest Plc. is used only in connection with the Annual General Meeting and the processing of related necessary registrations. Shareholder, his/her/its representative or proxy representative shall, when necessary, be able to prove his/her/its identity and/or right of representation.
2. Holders of nominee-registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of shares based on which he/she/it on the record date of the meeting, i.e. on 7 April 2017, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder has on the basis of such shares been registered into the temporary shareholders’ register of the company held by Euroclear Finland Oy at the latest on 18 April 2017 by 10.00 a.m. (EET). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised without delay to request necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her/its 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 Annual General Meeting, into the temporary shareholders’ register of the company at the latest on the date and time mentioned above.
3. Shares registered in Euroclear Sweden AB
A shareholder with shares registered in Euroclear Sweden AB‘s securities system who wishes to attend and vote at the Annual General Meeting must be registered in the shareholders’ register maintained by Euroclear Sweden AB no later than on 7 April 2017.
Shareholders, whose shares are registered in the name of a nominee must, in order to be eligible to request a temporary registration in the shareholders’ register of Cleantech Invest Plc maintained by Euroclear Finland Oy, request that their shares are re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB, and procure that the nominee sends the above mentioned request for temporary registration to Euroclear Sweden AB on their behalf. Such registration must be made at the latest by 7 April 2017 and the nominee should therefore be notified well in advance before said date.
A shareholder with shares registered in Euroclear Sweden AB‘s securities system who wishes to attend and vote at the Annual General Meeting must request temporary registration in the shareholders’ register of Cleantech Invest Plc maintained by Euroclear Finland Oy. Such request shall be submitted in writing to Cleantech Invest Plc no later than on 10 April 2017 at 10 a.m. Swedish time. This temporary registration made through written request to Cleantech Invest Plc is considered a notice of attendance at the Annual General Meeting.
4. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her/its rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise provide reliable evidence of the right to represent the shareholder. The authorization applies to one meeting, unless otherwise stated. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Possible proxy documents should be delivered to in originals to Cleantech Invest Plc, Annual General Meeting, Malminrinne 1 B, 00180 Helsinki, Finland before the end of the registration period.
5. Other instructions and information
Pursuant to Chapter 5 Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be handled at the meeting.
The meeting will be conducted in Finnish language. CEO review and part of the material presented at the meeting will be in English language. CEO review will be translated into Finnish language.
On the date of the notice to the Annual General Meeting, 29 March 2017, the total number of shares in Cleantech Invest Plc. is 22,883,990, of which 18,314,959 are class A shares and 4,569,031 class K shares. Each class K share carries 20 votes and each class A share one vote at General Meetings. The shares have a total of 109,695,579 votes.
In Helsinki, 29 March 2017
CLEANTECH INVEST PLC
Board of Directors
Contact information:
Alexander Lidgren, Managing Director of Cleantech Invest Plc. Tel. 46 73 660 1007, alexander.lidgren@cleantechinvest.com
Access Partners Oy, Certified Advisor. Tel. 358 9 682 9500
Cleantech Invest in brief
Cleantech Invest is a Nordic accelerator with investments in growth companies that solve global challenges. The portfolio companies are active in energy- and resource efficiency as well as decentralized renewable energy and are based in Finland, Sweden and Germany. The company management consists of company builders and investors who have been active within the cleantech space for over a decade.The company is listed on First North Finland under the ticker CLEAN and on First North Stockholm under the ticker CLEANT A.
www.cleantechinvest.com
LinkedIn: https://www.linkedin.com/company/cleantech-invest-oy
Twitter: @CleantechInves1
IG: @cleantechinvest
FB: www.facebook.com/cleantechinvest/