Notice to the Extraordinary General Meeting of Cleantech Invest Plc.
Notice is given to the shareholders of Cleantech Invest Plc. to the Extraordinary General Meeting to be held on Wednesday, 29 November 2017 at 17.00 p.m. (EET) at G Livelab, address Yrjönkatu 3, 00120 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 16.30 p.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. Amendment to the Articles of Association
The Board of Directors proposes that the trade name of the company be changed to Loudspring Oyj and that paragraph 1 of the Articles of Association would thus be amended to read as follows:
“1 § Trade name and domicile
The trade name of the company is Loudspring Oyj, in Swedish Loudspring Abp and in English Loudspring Plc.
The domicile of the company is Helsinki.”
In addition, the Board of Directors proposes that the line of business of the company, included in paragraph 2 of the Articles of Association, be amended as follows:
“2 § Line of business of the company
The line of business of the company is resource efficient technology related business and the production of thereto-related services and content, administration and development related operations and consulting. In addition, the company may own, purchase and sell securities as well as conduct financing and other investment activities. The company may carry out the business mentioned above directly or through subsidiaries, associates or participating companies.”
The Board of Directors considers that it would be in the best interest of the company to remove the reference to clean technology both from the company’s trade name and the line of business. Based on the Board of Directors view, the word ”Cleantech” is associated heavily with capital heavy industrial and infrastructure solutions, which often have long lead times and moderate growth rates. The Board of Directors considers that the goal for all competitive technology is to optimize resources, and therefore highlighting of technology’s cleanliness no longer has relevance. Nowadays, all technology needs to be also clean to be competitive.
With the amendment, also the word “Invest”, which refers to investment activity, is proposed to be removed from the trade name as it does not optimally reflect the company’s business activity. Although the company has invested and will also in the future invest both in companies where the company is already a shareholder as well as new companies, the investment activity is not at the core of company’s business model. Involvement in the portfolio companies’ activities has steadily increased over the years and the business of the company consists today mainly of active development of the company’s target companies.
7. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposal relating to the agenda of the Extraordinary General Meeting as well as this notice are available on Cleantech Invest Plc.’s website at www.cleantechinvest.com/EGM. 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 13 December 2017 onwards.
C. Instructions for the participants
1. Shareholder registered in the shareholders’ register
Each shareholder who is registered on Friday, 17 November 2017 in the shareholders’ register of the company held by Euroclear Finland Oy 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 General Meeting, shall register for the meeting no later than 24 November 2017 at 4.00 p.m. (EET), by which time the registration shall be received. The registration may take place at Cleantech Invest Plc.'s website:
www.cleantechinvest.com/EGM
In connection with the registration, a shareholder shall notify his/her/its name, personal identification number/business ID, 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 General Meeting and the processing of related necessary registrations. The 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 Extraordinary General Meeting by virtue of shares based on which he/she/it on the record date of the meeting, i.e. on 17 November 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 Extraordinary General Meeting requires, in addition, that the shareholder has on the basis of such shares been temporarily registered into the shareholders’ register of the company held by Euroclear Finland Oy at the latest on 24 November 2017 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 temporary registration in the 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. 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 Extraordinary General Meeting must be registered in the shareholders’ register maintained by Euroclear Sweden AB no later than on 17 November 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 17 November 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 Extraordinary 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 20 November 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 Extraordinary General Meeting.
4. Proxy representative and powers of attorney
A shareholder may participate in the 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 in originals to Cleantech Invest Plc., Extraordinary 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 Extraordinary 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.
On the date of the notice to the General Meeting, 7 November 2017, the total number of shares in Cleantech Invest Plc. is 22,883,990, of which 18,314,959 are A-shares and 4,569,031 K-shares. Each K-share carries 20 votes and each A-share one vote at the General Meeting. The shares have a total of 109,695,579 votes.
In Helsinki, 7 November 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 the largest cleantech accelerator in the Nordic region, boasting several fast growing and high impact 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/