Notice of Enfo Oyj’s General Meeting .

Participation requires prior registration to the meeting by June 21, 2023 at 4:00 p.m EET as instructed below.

 

A Matters to addressed by the General Meeting

 

The following matters will be dealt with by the General Meeting:

 

1. Opening of the meeting

 

2. Organization of the meeting

 

3. Election of persons to scrutinize the minutes and supervise the counting of votes

 

4. Recording the legality of the meeting

 

5. Recording of those present and verifying the list of votes

 

6. Approval of the agenda of the meeting

 

7. Presentation of the financial statements for 2022, the Board of Directors’ report, the Auditor’s report and the CEO’s review

 

8. Adoption of the financial statements

 

9. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

 

According to the audited financial statements of December 31, 2022, the company’s distributable funds are EUR 14,992,828.80, loss for the financial period is EUR - 48,181,772.63 and and the invested unrestricted equity fund is EUR 31,049,247.77.

 

The Board of Directors proposes to the General Meeting that no dividend is paid for the financial year 2022.

 

10. Discharge of the members of the Board of Directors and the CEO from liability

 

11. Resolution on the remuneration of the members of the Board of Directors

 

The Shareholders’ Nomination Board proposes that the fees of the Board members are the following:

 

• Chairperson is paid a fee of EUR 3,825 per month,
• Deputy-Chairperson and Board members are paid a fee of EUR 1,912.50 per month, and
• no separate meeting fees are paid.

 

When person elected as Chairperson of the Board of Directors of the Company is acting as the Chairperson of the Board of Directors of the Cooperative KPY, the monthly fee of the Chairperson of the Board of Directors of the Company is 50% of the fee of the Chairperson of the Board of Directors stated above (EUR 1,912.50 per month).

 

When person elected as member of the Board of Directors of the Company is acting as member of the Board of Directors of the Cooperative KPY, the monthly fee of the member of the Board of Directors of the Company is 50% of the fee of the member of the Board of Directors stated above (EUR 956.25 per month).

 

When member of the Board of Directors of the Cooperative KPY (other than the Chairperson of the Board of Directors of the Cooperative KPY) is acting as the Chairperson of the Board of Directors of the Company, the monthly fee is however EUR 3,825 per month.

 

When acting management of Cooperative KPY is acting as member of the Board of Directors of the Company, no fees are paid to such member of the acting management of Cooperative KPY based on the membership in the Board of Directors.

 

The Shareholders’ Nomination Board also proposes that:

 

• When member of Audit Committee of the Board of Directors is member of the Board of Directors of Cooperative KPY, no fees are paid such member. When member of Audit Committee of the Board of Directors is member of the Board of Directors of the Company, but not member of the Board of Directors of Cooperative KPY, meeting of EUR 500 is paid.
• members of the Board of Directors and Audit Committee are insured under the employees’ pension insurance (TyEL) scheme for fees payable to the members. The contribution attributable to the member is deducted from the fee and the company pays the part attributable to the employer.
• travel expenses of the members of the Board of Directors and Audit Committee are compensated for in accordance with the company’s travel policy.

 

12. Resolution on the number of the members of the Board of Directors

 

The proposal of the Shareholders’ Nomination Board proposes shall be made available at the company’s website on June 15, 2023 at latest.

 

13. Election of the members of the Board of Directors

 

The Shareholders’ Nomination Board proposes that the following persons are re-elected as ordinary members of the Board of Directors: Tarja Tikkanen, Juha Yrjänheikki and Pekka Loikkanen.



The Shareholders’ Nomination Board proposes that the Board of Directors re-elects current Chairperson Tarja Tikkanen as its Chairperson.

 

14. Resolution on the remuneration of the auditor

 

The Shareholders’ Nomination Board proposes that remuneration shall be paid to the auditor according to a reasonable accepted invoice.

 

15. Election of auditor

 

The Shareholders’ Nomination Board proposes that PricewaterhouseCoopers Oy shall continue as the auditor of company.

 

16. Board of Directors’ proposal to authorize the Board of Directors to decide on share issue

 

The Board of Directors proposes to the General Meeting that the General Meeting authorizes the Board of Directors to decide on share issue as follows:

 

• The Board of Directors may decide on the issue of a maximum of 500,000 new shares or shares in the possession of the company. The shares can be issued in one or several installments.
• The authorization includes the right to issue special rights referred to in Chapter 10, Section 1 of the Companies’ Act, that entitles the holder to receive new shares or the company’s own shares in the possession of the company against payment. The subscription price is to be paid either in cash or by setting off the subscriber’s receivable from the company against the subscription price.
• The Board of Directors is entitled to decide on the terms of the share issue, including the grounds for determining the subscription price of the shares and the final subscription price, as well as the approval of the subscriptions, the allocation of the new issued shares and the final number of shares issued.
• The authorization to the Board of Directors includes a right to deviate from the shareholders pre-emptive subscription rights, provided there is a weighty financial reason for the deviation from the company’s point of view.
• The shares can be conveyed in order to obtain assets required in connection with a company or business acquisition, as consideration is such transaction, in connection with financing arrangement or incentive scheme or in other circumstances determined by the Board of Directors.
• The authorization is valid five (5) years from resolution.
• The authorization revokes share issue authorizations decided by the earlier general meetings of shareholders.

 

17. Board of Directors’ proposal to authorize the Board of Directors to decide on the repurchase of company shares

 

The Board of Directors proposes to the General Meeting that the General Meeting authorizes the Board of Directors to decide on the repurchase of shares using the company’s non-restricted equity under the following conditions:

 

• The Board of Directors may decide on the repurchase of a maximum of 20,000 shares.
• The Board of Directors is authorized to decide from whom and in which order the shares will be purchased. The shares can be repurchased in one or several lots.
• Shares in the company can also be repurchased waiving the pre-emptive rights of the shareholders if there is a weighty financial reason for doing so from the point of view of the company.
• The company’s shares can be purchased for use as consideration when the company acquires assets for its business operations, for use as consideration in financing or implementing possible acquisitions, for use as part of the company’s salary or incentive system, in order to fulfil the company’s share repurchase commitments and for cancellation or in other situations where the Board of Directors considers there are justified reasons for repurchase.
• The Board of Directors decides on the purchase price and other terms and conditions of the repurchase; however, the minimum purchase price must be EUR 1 and the maximum price EUR 150 per share.
• The repurchase of shares decreases the company's non-restricted shareholders’ equity.
• The authorization is valid 18 months from the resolution.
• The authorization revokes earlier authorizations regarding repurchase of shares of the company.

 

18. Election of the Nomination Board and the Chairperson of the Nomination Board

 

The Board of Directors proposes to the General Meeting that the General Meeting elects Antti Haapakorva and Anssi Lehikoinen (secretary) as members of the Nomination Board and Tarja Tikkanen as its Chairperson.

 

If all members of the Board of Directors are to be elected among the members of the members of Board of Directors of Cooperative KPY, the Board of Directors proposes that members of Nomination Board are not elected in accordance with the Group Guidance of Cooperative KPY.

 

19. Articles of Association

 

The Board of Directors proposes to the General Meeting that the company is amended from public limited company to private limited company by amending the Section 1 of the Articles of Association as follows:

 

”1 § Company name and domicile

The name of the company is Enfo Oy and domicile is Kuopio.”

 

of the company as described in the attached appendix.

 

20. Other matters

 

21. Closing of the meeting

 

B  Documents for the General Meeting

 

Annual Accounts and other documents required by Section 5(21) of the Companies Act are available on the company’s website on June 12, 2023 at latest. Copies of these documents can be sent to shareholders upon request, and they will also be available at the General Meeting.

 

C  Instructions for meeting participants 

 

1. Shareholder registered in the shareholder list

 

A shareholder who

 

• is registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the General Meeting matching date, June 12, 2023; and
• has registered for the General Meeting by June 21, 2023 at 4:00 p.m EET.

 

has the right to participate in the General Meeting.

 

Registration is possible by e-mail to agm@enfogroup.com or by sending a letter to Enfo Oyj/Marianne Kantonen, Bertel Jungin aukio 7, 02600 Espoo. The registration must reach the company before the expiry of the registration period.

 

2. Holders of nominee-registered shares

Holders of nominee-registered shares have the right to participate in the General Meeting under the shares, on the basis of which they have the right to be registered in the shareholders’ register maintained by Euroclear Finland Ltd on June 12, 2023. In addition, participation requires that the shareholder has by virtue of these shares been registered into the temporary shareholders’ register by 10:00 a.m. EET on June 15, 2023. This is considered to be registration for the General Meeting with regard to nominee-registered shares.

 

Such shareholders are advised to request from their custodian bank, without delay, the necessary instructions regarding registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the General Meeting. The account management organization of the custodian bank has to register a holder of nominee-registered shares who wishes to participate in the General Meeting in the temporary shareholders’ register of the company at the latest by the time stated above.

3. Use of a proxy, powers of attorney and the right to present questions

A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation.

A proxy shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. It is requested that the proxy document be submitted to the company in connection with registration.

In accordance with Section 5(25) of the Companies Act, a shareholder present at a general meeting of shareholders has the right to present questions on matters dealt with by the meeting.

 

4. Other information

 

On the date of this notice of the General Meeting, May 31, 2023, the total number of shares and votes in the company is 750,346. The company does not hold treasury shares on the date of the notice of the meeting.

 

 

Kuopio, May 31, 2023

 

 

Enfo Oyj

 

 

Board of Directors