Cleantech Invest Oyj: Korjaus yhtiökokouskutsua koskevan yhtiötiedotteen englanninkieliseen versioon
Cleantech Invest Oyj:n 11.2.2016 julkaistun ylimääräisen yhtiökokouksen yhtiökokouskutsua koskevan yhtiötiedotteen englanninkielisen version ensimmäisessä kappaleessa oli ilmaistu virheellisesti yhtiökokouksen alkamisajankohta sekä ilmoittautuneiden vastaanottamisen ja äänestyslippujen jakamisen alkamisaika. Kappaleen oikea sanamuoto on seuraava: ”Notice is given to the shareholders of Cleantech Invest Plc to the Extraordinary General Meeting to be held on Wednesday, 9 March 2016 at 10.00 a.m. (EET) at Sokos Hotel Pasila, Maistraatinpolku 3, 00240 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).”
Yhtiötiedotteen suomenkielisessä versiossa tiedot ovat oikein.
Yhtiötiedotteen englanninkielinen versio on korjattuna kokonaisuudessaan seuraava:
Notice to the Extraordinary General Meeting
Notice is given to the shareholders of Cleantech Invest Plc to the Extraordinary General Meeting to be held on Wednesday, 9 March 2016 at 10.00 a.m. (EET) at Sokos Hotel Pasila, Maistraatinpolku 3, 00240 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 contemplated secondary listing on First North Sweden
7. Authorizing the Board of Directors to decide on issuance of shares
The Board of Directors proposes that the Extraordinary 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 7,900,000 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, including but not limited to using the shares as consideration in future acquisitions or other business arrangements or financing investments.
The authorization cancels the authorization granted by the Annual General Meeting on 20 April 2015 to decide on the issuance of shares.
The authorization is valid until 30 June 2017.
8. Authorizing the Board of Directors to decide on issuance of options
The Board of Directors proposes that the Extraordinary 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 1,000,000 shares.
The options may be issued to the key personnel, including potentially members of the Board of Directors of the Company, or advisors 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 July 2016 – 31 December 2025 and the original subscription price EUR 1.00. 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 1.75 during four (4) consecutive weeks.
- Tranche B: Share subscription period shall be 1 July 2017 – 31 December 2025 and the original subscription price EUR 1.00. 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 2.25 during four (4) consecutive weeks.
- Tranche C: Share subscription period shall be 1 July 2018 – 31 December 2025 and the original subscription price EUR 1.00. 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 3.00 during four (4) consecutive weeks.
The original share subscription price for the options is determined based on the trade volume weighted average quotation of the company’s class A share on First North Finland during 3 December 2015 – 9 February 2016 with a discount of 10 per cent.
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 operative role, if the options are granted based on their operative role in the company.
The Board of Directors shall not issue options based on the authorization to persons who are directly or indirectly major shareholders of Cleantech Invest Plc. until majority of the members of the Board of Directors are independent of Cleantech Invest Plc. and its major shareholders.
The authorization cancels the authorization granted by the Annual General Meeting on 20 April 2015 to decide on the issuance of options and other special rights entitling to shares.
The authorization is valid until 30 June 2017.
9. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposals relating to the agenda of the Extraordinary General Meeting, this notice as well as documents referred to in Chapter 5, Section 21 of the Finnish Companies Act, will be available on Cleantech Invest Plc’s website at www.cleantechinvest.com/EGM. Said documents will also be available at the meeting venue. Copies of said documents will be sent to shareholders upon request. Minutes of the meeting are available on the above mentioned website no later than 23 March 2016 onwards.
C. Instructions for the participants
1. Shareholder registered in the shareholders register
Each shareholder who is registered on Friday, 26 February 2016 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the Extraordinary 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 Extraordinary General Meeting, shall register for the meeting no later than 4 March 2016 at 16.00 p.m., by which time the registration shall be received. The registration may take place at Cleantech Invest Plc's website and opens on Tuesday 16th of February, 2016 at 9.00 a.m.:
www.cleantechinvest.com/EGM
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 Extraordinary 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. Nominee-registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of shares based on which he/she/it on the record date of the meeting, i.e. on 26 February 2016, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Extraordinary 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 Ltd. at the latest on 4 March 2016 by 10.00 a.m. (EET). As regards nominee registered shares this constitutes due registration for the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting, into the temporary shareholders’ register of the company at the latest on the date and time mentioned above.
3. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting.
Possible proxy documents should be delivered to in originals to Cleantech Invest Plc, Extraordinary General Meeting, Malminrinne 1 B, 00180 Helsinki, Finland before the end of the registration period.
4. Other instructions and information
Pursuant to Chapter 5 Section 25 of the Finnish Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be handled at the meeting.
On the date of the notice to the Extraordinary General Meeting, 11 February 2016, the total number of shares in Cleantech Invest Plc. is 19,343,707, of which 13,893,707 are class A shares and 5,450,000 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 122,893,707 votes.
In Helsinki, 11 February 2016
CLEANTECH INVEST PLC
Board of Directors
Cleantech Invest Oyj
Lisätietoja:
Alexander Lidgren, Toimitusjohtaja, Cleantech Invest Oyj. Puh: 46 73 660 1007, alexander.lidgren@cleantechinvest.com
Access Partners Oy, Hyväksytty neuvonantaja. Puh: 358 9 682 9500
Cleantech Invest lyhyesti:
Cleantech Invest keskittyy puhtaaseen energiaan ja luonnonvarojen tehokkaaseen käyttöön. Yhtiöllä on hajautettu kokonaisuus vähemmistöomistuksia osakkuusyhtiöissä ja se etsii aktiivisesti uusia pääomakeveitä, skaalautuvia kohdeyrityksiä cleantech-toimialalta. Cleantech Invest sijoittaa alan lupaavimpiin aikaisen vaiheen kasvuyhtiöihin Suomessa, Ruotsissa ja muissa Itämeren maissa. Yhtiön johto on cleantech-sijoittamisen kansainvälisiä pioneereja. Cleantech Invest on myös työ- ja elinkeinoministeriön päätöksellä perustetun Vigo-ohjelman yrityskiihdyttämö.
Yhtiön A-sarjan osake on listattu Nasdaq First North Finland markkinapaikalla tikkerikoodilla CLEAN.