Cleantech Invest Plc: Notice to the Annual General Meeting

Releases

Cleantech Invest Plc
Company Release 30 March 2015 at 9:15 am (EET)

Notice is given to the shareholders of Cleantech Invest Plc. to the Annual General Meeting to be held on Monday, 20 April 2015 at 3.00 p.m. (EET) at the Radisson Blu Plaza Kitzens restaurant at the address Mikonkatu 23, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2.30 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. Presentation of the annual accounts and the auditor’s report for the year 2014 – Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends

The Board of Directors proposes to the Annual General Meeting that the net loss of EUR 868,261.99 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 more than 22 per cent of the company’s shares and more than 65 per cent of the votes propose to the Annual General Meeting that the members of the Board of Directors be paid EUR 350 per month. 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 more than 22 per cent of the shares and more than 65 per cent of the votes propose that five (5) members be elected to the Board of Directors.

12. Election of members of the Board of Directors

Shareholders representing more than 22 per cent of the shares and more than 65 per cent of the votes propose to the Annual General Meeting that that the following current members of the Board of Directors be re-elected according to their consents: Mr. Lassi Noponen, Mr. Jan Forsbom and Mrs. Tarja Teppo and that Mr. Timo Linnainmaa (MSc. in Engineering, born 1976) and Thomas Bengtsson (MSc in Economics, born 1972) be elected according to their consents as new members to the Board of Directors. Thomas Bengtsson is a Senior Advisor at Swedish Ministry of Enterprise and has also served as member of the Board of Directors of Industrifonden. Timo Linnainmaa is the co-founder of Cleantech Invest and has acted also as Cleantech Invest’s CEO during 2005-2010. The persons have given their consent to the election. 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..

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 3 of the Articles of Association is amended to read as follows:

3 § Shares

The company’s shares belong to the book-entry system.

Company may have class K shares and class A shares. Each class K share entitles the holder to twenty (20) votes and each class A share to one (1) vote at the General Meeting. In other respects, the share classes have equal rights.

Based on request made by its holder to the Board of Directors, class K share may be converted into class A share by using conversion ratio of 1:1.

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 908,685 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. Authorizing the Board of Directors to decide on issuance of shares, options and other special rights

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide, in one or more transactions, on the issuance of shares and the 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 3,634,740 shares, representing approximately 20 per cent of the company’s shares on the date of this notice.

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 authorization concerns both the issuance of new shares as well as transfer of treasury shares. The issuance of shares and of options and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue), if there is a weighty financial reason for the company, such as using the shares as consideration in future acquisitions or other business arrangements, to finance investments or use of shares, options or other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as part of the company’s incentive scheme.

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 19 March 2014 to decide on the issuance of shares as well as the issuance of special rights entitling to shares.

The authorization is valid until 30 June 2017.

18. Resolution on remuneration scheme for the company’s key personnel

The Board of Directors proposes that the Annual General Meeting would resolve on a remuneration scheme for the company’s key personnel as follows:

The amount of remuneration to be paid based on the remuneration scheme is determined based on returns received by the company from its portfolio companies. The right to remuneration is triggered per portfolio company when the company has received a return from the portfolio company equal to its total investment in the portfolio company added with 50 per cent either through sale of shares in the portfolio company, distribution of the portfolio company’s assets and/or other return (e.g. interest income) received from the portfolio company. From the returns exceeding the abovementioned sum, a maximum of 5 per cent in total may be paid as remuneration to persons participating in the remuneration scheme. 

The remuneration scheme is in force for the years 2015-2025. The remuneration may be paid in cash and/or in form of insurance premiums payable for the group life insurance policy to be possibly taken for the persons participating in the remuneration scheme or in other form of compensation resolved by the Board of Directors.

The Board of Directors selects the persons who may participate in the remuneration scheme from the management of the company as well as from other possible key persons of the company.

The Board of Directors resolves the persons participating in the remuneration scheme, decides on payment and allocation of remuneration as well as all other terms and conditions of the scheme.

19. Closing of the meeting

B. Documents of the General Meeting

The above-mentioned proposals relating to the agenda of the Annual General Meeting as well as this notice are available on Cleantech Invest Plc’s website at www.cleantechinvest.com/AGM. The annual report of Cleantech Invest Plc, including the company’s annual accounts and the auditor’s report, is available on the website during the week beginning on 30 March 2015. The above-mentioned proposals for decisions and the financial statements are available to shareholders from the same time in the company’s headquarters at Malminrinne 1 B, 00180 Helsinki, Finland, and they are also available at the meeting. Copies of the above-mentioned proposals for decisions, the financial statements and notice will be sent to shareholders upon request. Minutes of the meeting are available on the above mentioned website no later than 4 May 2015 onwards.

C. Instructions for the participants

1. Shareholder registered in the shareholders

Each shareholder who is registered on Wednesday, 8 April 2015 in the shareholders’ register of the company held by Euroclear Finland Ltd., 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 2015 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, 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 and for shareholder communication. 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. 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 2015, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. 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 Ltd. at the latest on 15 April 2015 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. 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.

4. 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.

On the date of the notice to the Annual General Meeting, 20 March 2015, the total number of shares in Cleantech Invest Plc. is 18,173,707, of which 12,723,707 are class A shares and 5,450,000 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 121,723,707 votes.

In Helsinki, 30 March 2015

CLEANTECH INVEST PLC
Board of Directors

The Company’s certified advisor is Access Partners Oy.