RESOLUTIONS OF CLEANTECH INVEST PLC'S ANNUAL GENERAL MEETING
The Annual General Meeting of Cleantech Invest Plc was held on 20 April 2016 in Helsinki. A total of 23 shareholders, 2.644.492 series A shares, 4.344.891 series K shares and 89.542.312 votes were represented in the meeting.
The Annual General Meeting resolved on the following issues:
Adoption of the annual accounts, result for the financial period and resolution on payment of dividend, resolution on the discharge from liability
The Annual General Meeting adopted the annual accounts for 2015 and resolved that the net loss of EUR 1,306,274.21 be transferred to retained earnings / loss account and that no dividend be paid. The Annual General Meeting discharged the members of the Board of Directors and the CEO from liability for the year 2015.
Resolution on the remuneration of the members of the Board of Directors and election of members of the Board of Directors
The Annual General Meeting resolved 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 shall be issued based on the authorization granted by the Extraordinary General Meeting of 9 March 2016. The remuneration of the members of the Board of Directors is not paid to persons working for the company. The members of the Board of Directors are reimbursed for reasonable travel and lodging costs. Travel and lodging costs will 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.
The Annual General Meeting resolved that five (5) members be elected to the Board of Directors. The Annual General Meeting re-elected the current members of the Board of Directors Mr. Lassi Noponen and Mr. Thomas Bengtsson as members to the Board of Directors and elected Mr. Matti Vuoria, Mr. James Penney and Mr. Peter Carlsson as new members to the Board of Directors.
Remuneration and election of the auditor
The Annual General Meeting resolved that the auditor’s fees are paid according to the auditor’s invoice approved by the company. The Annual General Meeting re-elected Deloitte & Touche Oy, Authorized Public Accountants as the company’s auditor. Deloitte & Touche Oy has informed that the principal auditor will be Mr. Aleksi Martamo, Authorised Public Accountant.
Amendment of the Articles of Association
The Annual General Meeting resolved that paragraph 6 of the Articles of Association is amended to read as follows:
6 § Summons, registration period and venue of general meeting of shareholders
The notice to convene a general meeting of shareholders must be delivered to the shareholders by publishing the notice on the website of the company or otherwise in a verifiable manner no earlier than three (3) months and no later than three (3) weeks prior to the general meeting of shareholders, however, in any case, at least nine (9) days prior to the record date of the general meeting of shareholders pursuant to the Finnish Companies Act. The record date is eight (8) working days before the date of the general meeting.
Where the Board of Directors so decides, a shareholder must register with the company in order to participate in the general meeting of shareholders. In such case, shareholders must register no later than on the date referred to in the notice convening the meeting, which date may be at the earliest ten (10) days prior to the general meeting of shareholders.
Besides the company’s domicile, general meetings may be held in the City of Stockholm, Sweden.
Authorizing the Board of Directors to decide on acquisition of the company’s own shares
The Annual General Meeting authorized the Board of Directors to decide on acquisition of the company’s own shares. The Board of Directors is authorized to repurchase a maximum of 967,185 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.
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. www.cleantechinvest.com