Notice to the Extraordinary General Meeting of Loudspring Plc
Loudspring Plc
Company Release
2 February 2021 at 9:00 (EET)
Notice to the Extraordinary General Meeting of Loudspring Plc
Notice is given to the shareholders of Loudspring Plc to the Extraordinary General Meeting to be held on Thursday 25 February 2021 at 10:00 (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 (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. Authorizing the Board of Directors to decide on issuances of shares, options and other special rights entitling to shares
The Board of Directors proposes that the Extraordinary General Meeting authorizes the Board of Directors to decide, in one or more transactions, on issuance of class A shares and issuance of options and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as follows:
The number of class A shares to be issued based on the authorization may in total amount to a maximum of 10,000,000 shares.
The Board of Directors decides on all the terms and conditions of the issuances of shares and of options and other special rights entitling to shares. The issuance of shares and of options and other special rights entitling to 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 could be used, inter alia, for issuance of options to persons who held company's options of 2013, in accordance with the company release of the company published on 18 December 2020. The options 2013 entitled their holders to subscribe for new class K shares, and the share subscription period based on the options 2013 ended on 31 December 2020. The precondition for issuing the options is that the former holders of options 2013 have not used corresponding number of the options 2013 for subscription of class K shares. The subscription price of the shares with the options to be issued would be the same as with the options 2013, i.e. EUR 0.0001 per share, or a higher subscription price decided by the Board of Directors.
Shares may be conveyed either against payment or free of charge in the company’s share issues. A directed share issue may be a share issue without payment only if there is an especially weighty reason for the same both for the company and in regard to the interests of all shareholders in the company.
The authorization cancels the corresponding authorization granted by the Annual General Meeting on 3 August 2020.
The authorization is valid until 30 June 2021.
7. Closing of the meeting
B. Documents of the General Meeting
This notice containing the above-mentioned proposals relating to the agenda of the Extraordinary General Meeting is available on Loudspring Plc’s website at www.loudspring.earth. Additionally, it is available to shareholders at the meeting. Minutes of the meeting are available on the above-mentioned website no later than 11.3.2021 onwards.
C. Instructions for the participants
1. Shareholder registered in the shareholders’ register
Each shareholder who is registered on 15.2.2021 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 Extraordinary General Meeting, shall register for the meeting no later than 22.2.2021 at 4.00 p.m., by which time the registration shall be received. The registration may take place by email to the address: gm@loudspring.earth
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 Loudspring 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. 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 15.2.2021, 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 registered into the temporary shareholders’ register of the company held by Euroclear Finland Oy at the latest on 22.2.2021 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. 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 15.2.2021.
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 Loudspring 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 15.2.2021 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 Loudspring Plc maintained by Euroclear Finland Oy. Such request shall be submitted in writing to Loudspring Plc no later than on 16.2.2021 at 10.00 a.m. Swedish time. This temporary registration made through written request to Loudspring 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 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 Loudspring Plc, Extraordinary General Meeting, Fredrikinkatu 71 A 11, 00100 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 Extraordinary General Meeting, 2.2.2021, the total number of shares in Loudspring Plc. is 43,261,691, of which 38,597,797 are class A shares and 4,663,894 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 131,875,677 votes.
In Helsinki, 2.2.2021
LOUDSPRING PLC
Board of Directors
Contact information:
Jarkko Joki-Tokola, CEO, Loudspring Oyj. Tel. +358 40 637 0501, jarkko@loudspring.earth
Erik Penser Bank AB, Certified Adviser. Tel. +46 8 463 83 00, certifiedadviser@penser.se
Loudspring in brief
Loudspring is an investment company focused on saving natural resources. We own and operate Nordic growth businesses that are fighting climate change and making a big environmental impact. We have a diversified business portfolio with technologies that save energy, water and materials in industry, real estate and in everyday life.
The company group is listed on First North Growth Market Finland under the ticker LOUD and on First North Growth Market Stockholm under the ticker LOUDS.
LinkedIn: https://www.linkedin.com/company/loudspring/
Twitter: @loudspring
FB: @loudspringco