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 Wednesday, 20 April 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 annual accounts and the auditor's report for the year 2015
- Review by the CEO
7. Adoption of the annual accounts
8. Result for the financial period and resolution on payment of dividend
Company’s result for the financial period 2015 will be published on Thursday 31 March 2016. The Board of Directors proposes to the Annual General Meeting that the result be transferred to retained earnings / loss account and that no dividend be paid.
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 36.6 per cent of the company's shares and approximately 76.9 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 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. 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 36.6 per cent of the company's shares and approximately 76.9 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 36.6 per cent of the company's shares and approximately 76.9 per cent of the votes propose to the Annual General Meeting that the current members of the Board of Directors Mr. Lassi Noponen and Mr. Thomas Bengtsson be re-elected according to their consents and that Matti Vuoria (Finnish citizen, BA, LL.M., born 1951), James Penney (citizen of the United Kingdom, M.A., M.Sc./MBA, born 1964) and Peter Carlsson (Swedish citizen, M.Sc. (Economics, Production & Quality Control), born 1970) be elected according to their consents as new members to the Board of Directors.
Matti Vuoria
After a decade of service as the CEO of VARMA Mutual Pension Insurance Company Matti Vuoria retired in 2014. Currently he serves as the Chairman of the Board of YIT Oyj. Matti Vuoria has a long career within the Finnish public administration where he served lastly as the Permanent Secretary of the Ministry of Trade and Industry during 1992-1998. He has been member of the Board in several major companies such as Stora Enso Oyj, Wartsilä Oyj, Sampo Oyj, Orion Oyj and Danisco (Denmark) as well as Nordic Investment Bank. He was the full-time Chairman of Fortum Oyj for five years during 1998-2003. Matti Vuoria is a member of the Swedish Academy of Engineering Sciences.
James Penney
James Penney is the Chairman of London based Darwin Property Investment Management Limited and chairs the Investment Committee. In 2015 Darwin Property Investment Management Limited was named ‘Alternative Investment Manager of the Year’ at European Pension Awards and ‘Alternatives Manager of the Year’ by LAPF Investment Awards. James Penney is also the owner and Managing Director of Darwin Consulting, a strategy consulting firm he co-founded in 1997. This firm provides strategic advice to directors and investors in a range of industries, including financial services, private equity and media. Prior to founding Darwin Consulting, James Penney had an academic career in e.g. undergraduate and doctoral studies at Trinity College, Cambridge, followed by six years as Principal Lecturer at Westminster College, Oxford. After Oxford, James Penney was a Sloan Fellow at London Business School from which he has a M.Sc. in Management Studies.
Peter Carlsson
Peter Carlsson is an angel investor, advisor and entrepreneur. He has worked as the Vice President, Supply Chain of Tesla Motors during 2011–2015 in California. Before that he has worked as the Senior Vice President & Chief Procurement Officer of NXP Semiconductors in Singapore during 2008-2011, as the Chief Procurement Officer of Sony-Ericsson as well as in various management positions in Sweden and in the United States. Peter Carlsson has a M.Sc. (Economics, Production & Quality Control) from Luleå Technical University.
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 Deloitte & Touche Oy, Authorized Public Accountants 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. Amendment of the Articles of Association
The Board of Directors proposes that paragraph 6 of the Articles of Association be 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 held in the City of Stockholm, Sweden.
16. 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 ("Repurchase Authorization") in the following terms and conditions:
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.
17. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposals relating to the agenda of the Annual General Meeting, the annual accounts of Cleantech Invest Plc for the financial year 2015, the auditor's report, as well as this notice are available on Cleantech Invest Plc’s website at www.cleantechinvest.com. 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 4 May 2016 onwards.
C. Instructions for the participants
1. Shareholder registered in the shareholders’ register
Each shareholder who is registered on Friday, 8 April 2016 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 15 April 2016 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 8 April 2016, 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 15 April 2016 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 8 April 2016.
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 8 April 2016 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 11 April 2016 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, 30 March 2016, the total number of shares in Cleantech Invest Plc. is 19,343,707, of which 14,193,707 are class A shares and 5,150,000 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 117,193,707 votes.
In Helsinki, 30 March 2016
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