Company Announcement 21 June 2016 at 11.20 a.m. (CET)
Notice to the Extraordinary General Meeting of Savo-Solar Plc.
Notice is given to the shareholders of Savo-Solar Plc. to the Extraordinary General Meeting to be held on Tuesday, 12 July 2016 at 3.30 p.m. (EET) at Sitra at the address Itämerenkatu 11-13, 00180 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 3.00 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. Authorizing the Board of Directors to decide on a rights offering
The Board of Directors proposes to the Extraordinary General Meeting that the General Meeting authorize the Board of Directors to decide on issuing new shares through a rights offering whereby the shareholders have the right to subscribe for the new shares in proportion to their current shareholdings in the company. The company has published its plan regarding contemplated rights offering on 21 June 2016.
The Board of Directors proposes that the aggregate number of new shares issued on the basis of the authorization may not exceed 12,000,000 shares, corresponding to approximately 75.4 % of all the existing shares in the company. The issuance of shares will be carried out in accordance with the shareholders’ pre-emptive rights, i.e. the new shares will be offered primarily to the shareholders for subscription in proportion to the shareholders’ existing holdings. The Board of Directors decides on all other terms and conditions of the issuance of shares.
The authorization is proposed to be in force until 31 December 2016. The Board of Directors proposes that this authorization will not replace the authorization given to the Board of Directors to decide on issuance of shares, options and other special rights in the Annual General Meeting held on 19 April 2016.
7. Closing of the meeting
B. Documents of the General Meeting
The proposals relating to the agenda of the General Meeting as well as this notice are available on Savo-Solar Plc.’s website at www.savosolar.fi. Other documents of the General Meeting required by the Companies Act are available on the above-mentioned website as of 5 July 2016 at the latest. The above-mentioned proposals for decisions and the documents required by the Companies Act are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as of 26 July 2016 at the latest.
C. Instructions for the participants
1. Shareholder registered in the shareholders’ register
Each shareholder who is registered on Thursday, 30 June 2016 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the 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 7 July 2016 at 4.00 p.m., by which time the registration shall be received. The registration may take place:
at Savo-Solar Plc.’s website at www.savosolar.fi;
by e-mail to firstname.lastname@example.org;
by phone to number +358 40 504 8296 (Mon-Fri from 10 a.m. to 4 p.m.); or
by mail to Savo-Solar Oyj, General Meeting, Insinöörinkatu 7, 50150 Mikkeli, Finland.
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 Savo-Solar Plc. is used only in connection with the 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 General Meeting by virtue of shares based on which he/she/it on the record date of the meeting, i.e. on 30 June 2016, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the 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 7 July 2016 by 10.00 a.m. (EET). As regards nominee-registered shares this constitutes due registration for the 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 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 General Meeting, into the temporary shareholders’ register of the company at the latest on the date and time mentioned above.
3. Shares registered at Euroclear Sweden AB
Shareholder whose shares are registered in the securities system of Euroclear Sweden AB and who wants to participate in the General Meeting and use his/her/its voting right, shall be registered at the shareholder’s register held by Euroclear Sweden AB on 30 June 2016 at the latest.
In order to be entitled to request for temporary registration in the shareholder’s register of Savo-Solar Plc. held by Euroclear Finland Ltd., a shareholder of nominee-registered shares shall request that his/her/its shares are temporarily registered under his/her/its own name in the shareholder’s register held by Euroclear Sweden AB and to ensure that the custodian bank will send the above-mentioned request for temporary registration to Euroclear Sweden AB. The registration shall be made on 30 June 2016 at the latest, and therefore a shareholder shall give the request to his/her/its custodian bank in good time prior to the above date.
Shareholder, whose shares are registered in the securities system of Euroclear Sweden AB and who intends to participate in the General Meeting and use his/her/its voting right, shall request for a temporary registration of his/her shares to the shareholder’s register of Savo-Solar Plc. held by Euroclear Finland Oy. The request to Euroclear Sweden AB shall be made in written at the latest on 1 July 2016 at 10.00 a.m. Swedish time. The temporary registration through Euroclear Sweden AB constitutes a due registration to the 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 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 General Meeting.
Possible proxy documents should be delivered to in originals to Savo-Solar Plc., General Meeting, Insinöörinkatu 7, 50150 Mikkeli, 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 General Meeting has the right to request information with respect to the matters to be handled at the meeting.
The language of the meeting is Finnish.
On the date of the notice to the General Meeting, 21 June 2016, the total number of shares in Savo-Solar Plc. is 15,906,875. Each share carries one vote at General Meeting.
In Helsinki, 21 June 2016
Board of Directors
Savo-Solar in brief
Savo-Solar with its highly efficient collectors and large-scale solar thermal systems has taken solar thermal technology to the next level. The company’s collectors are equipped with the patented nano-coated direct flow absorbers, and with this leading technology, Savo-Solar helps its customers to produce competitive clean energy. Savo-Solar’s vision is to be the first-choice supplier to high performance solar installations on a global scale. Focus is on large-scale applications like district heating, industrial process heating and real estate systems – market segments with a big potential for rapid growth. The company primarily delivers complete systems from design to installation, using the best local partners. Savo-Solar is known as the most innovative company in the business, and aims to stay as such. The company has sold and delivered its products to 17 countries on four continents. Savo-Solar’s shares are listed on Nasdaq First North Sweden with the ticker SAVOS and on Nasdaq First North Finland with the ticker SAVOH. www.savosolar.fi.
The company’s Certified Adviser is Mangold Fondkommission AB.