Notice to the Extraordinary General Meeting of Loudspring Plc
Loudspring Plc
Company Release
5 October 2022 at 11.00 (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, 27 October 2022 at 13.00 (EET) at Loudspring office, address Fredrikinkatu 71 A, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12.30 (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. Amendment to the Articles of Association
The Board of Directors proposes that the trade name of the company be changed to Eagle Filters Group 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 Eagle Filters Group Oyj, in Swedish Eagle Filters Group Abp and in English Eagle Filters Group 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 to conduct energy and resource efficient technology related business as well as development and production of thereto-related products, services and content, administration and development related operations and consulting. In addition, the company may own, purchase and sell securities, own real estates 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 amend the line of business to correspond more accurately on the core business operations of the company in accordance with its strategy.
7. 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 30,000,000 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.
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 authorization granted by the Annual General Meeting on 20 June 2022.
The authorization is valid until 27 October 2027.
8. Closing of the meeting
B. Documents of the General Meeting
This notice including all the proposals relating to the agenda of the Extraordinary General Meeting is available on Loudspring Plc’s website at www.loudspring.earth. The documents mentioned above are also available at the meeting. Minutes of the Extraordinary General Meeting are available on the above-mentioned website as from 10 November 2022 at the latest.
C. Instructions for the participants
1. Shareholder registered in the shareholders’ register
Each shareholder who is registered on 17 October 2022 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 24 October 2022 at 16.00, by which time the registration shall be received. The registration may take place by e-mail to address:
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 17 October 2022, 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 24 October 2022 by 10.00 (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 17 October 2022.
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 17 October 2022 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 18 October 2022 at 10.00 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, 5 October.2022, the total number of shares in Loudspring Plc is 100 199 011, of which 96 182 351 are class A shares and 4 016 660 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 176 515 551 votes.
In Helsinki, 5 October 2022
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 focused on saving natural resources. We own a portfolio of Nordic growth companies that have the potential of making a big environmental impact globally. We have selected to use our resources to develop Eagle Filters, our fully owned daughter company that provides high performance air filters for the energy industry as well as personal protective equipment. With this strategy we see a clear path to a long term profitable and scalable business, transforming into an industrial company.
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: @loudspringc