Efore Plc : NOTICE OF ANNUAL GENERAL MEETING

Espoo, Finland, 2012-01-10 15:45 CET (GLOBE NEWSWIRE) -- EFORE PLC Stock Exchange Release January 10, 2012 4.45 p.m.

EFORE PLC: NOTICE OF ANNUAL GENERAL MEETING

Notice is given to the shareholders of Efore Plc of the Annual General Meeting to be held on Thursday February 9, 2012 at 6 p.m. at Radisson Blu Royal Hotel, address Runeberginkatu 2, Helsinki. The reception of the persons who have registered for the meeting will commence at 5.30 p.m.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the Annual 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, consolidated annual accounts, the report of the Board of Directors and the auditor's report for the financial period November 1, 2010 - October 31, 2011

Review by the CEO

7. Adoption of the annual accounts and consolidated annual accounts

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

The Board of Directors proposes to the Annual General Meeting that it would resolve not to distribute any dividend to the shareholders for the financial period November 1, 2010 through October 31, 2011.

9. Distribution from the reserve for invested unrestricted equity

The Board of Directors proposes that the Annual General Meeting resolve to distribute assets from the reserve for invested unrestricted equity in the amount of EUR 0.05 per share on the basis of the balance sheet to be confirmed for the financial period that ended on October 31, 2011. The distribution is paid to shareholders who on the record date 14 February 2012 are on the shareholders' register of the company maintained by Euroclear Finland Oy. The Board of Director proposes that the distribution is paid on February 21, 2012.

10. Authorizing the Board of Directors to resolve on distribution of assets

The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to resolve at its discretion on the distribution of assets to the shareholders, either as a payment of dividend from profit or as a distribution of assets from the reserve for invested unrestricted equity, if supported by the financial position of the company. The maximum aggregate amount of the distribution of assets is EUR 0.05 per share.

The authorization is proposed to include the right of the Board of Directors to resolve on all other terms and conditions relating to the distribution of assets. The authorisation is proposed to be valid until the next Annual General Meeting.

11. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

12. Resolution on the remuneration and principles of compensation of travel costs of the members of the Board of Directors

Shareholders holding more than 24% of all shares and votes of the company have notified the company that they will propose to the Annual General Meeting that the annual remuneration payable to the Board members shall be as follows: EUR 42,000 to the chairman and EUR 21,000 to the deputy chairman and the other members. Approximately 40 per cent of the aggregate annual remuneration is payable in shares of the company. Payment of the annual remuneration will be paid as a one time payment according to the average of the closing prices of Efore shares between March 12 - 22, 2012. The members of the Board of Directors shall keep the shares until the end of the term of office. However, the obligation to keep the shares ends, in the event the Board membership ends already before the end of the term. If the member of the Board of Director resigns before October 31, 2012, half of the received shares shall be returned.

The annual remuneration would be paid by the assignment of shares held by the company, based on the authorization to issue shares decided by the Annual General Meeting of Shareholders on February 9, 2012. In the event the assignment of shares cannot be implemented due to reasons related to the company or a Board member, the remuneration is paid in cash in its entirety.

In addition, a fee of EUR 1,000 per meeting will be paid to the chairman of the Board and EUR 500 per meeting to the deputy chairman and the other members. In addition, it is proposed that a fee of EUR 500 be paid to the committee members per meeting. An additional fee of EUR 1,000 is payable for attendance at a meeting in Europe or Asia requiring a one-way flight of at least 6 hours in duration. Travel and accommodation expenses are payable against receipt.

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

Shareholders holding more than 24% of all shares and votes of the company have notified the company that they will propose to the Annual General Meeting that the number of Board members be set at six (6).

14. Election of the members of the Board of Directors

Shareholders holding more than 24% of all shares and votes of the company have notified the company that they will propose to the Annual General Meeting that for the period beginning at the end of the Annual General Meeting and ending at the end of the Annual General Meeting 2013 the following persons be elected members of the Board of Directors: Olli Heikkilä, Richard Järvinen, Tei-Hu Liu, Marko Luoma, Ari Siponmaa ja Matti Vikkula.

15. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting that the elected auditor shall be reimbursed according to the invoice of the auditor.

16. Election of auditor

The Board of Directors proposes to the Annual General Meeting the re-election of Authorized Public Accountant entity KPMG Oy Ab as the company's auditor. KPMG Oy Ab has informed that Authorized Public Accountant Lasse Holopainen will be the responsible auditor.

17. Authorizing the Board of Directors to resolve on the acquisition of the company's own shares

The Board of Directors proposes to the Annual General Meeting that it would authorize the Board of Directors to resolve on the acquisition of the company's own shares, in one or several instalments, on the following terms and conditions:

Based on the authorization an aggregate maximum of 4,000,000 own shares constituting approximately 9.4% of all the shares in the company may be acquired by using the company's unrestricted equity.

The shares may be acquired in public trading arranged by the NASDAQ OMX Helsinki Oy at the prevailing market price on the date of acquisition, or at the price otherwise formed on the market.

The Board of Directors shall resolve on all other terms and conditions relating to the acquisition of the company's own shares. The acquisition may be concluded using,inter alia, derivatives and the company's own shares may be acquired otherwise than in proportion to the holdings of the shareholders (directed acquisition).

The authorization is valid until the next Annual General Meeting. The authorization cancels the authorization given by the Annual General Meeting on February 10, 2011 to resolve on the acquisition of the company's own shares.

18. Authorizing the Board of Directors to decide on the issue of shares as well as the issue of options and other special rights entitling to shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to, in one or more transactions, decide on the is-suance 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 shares to be issued based on the authorization may in total amount to a maximum of 17,000,000 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 authorization concerns both the issuance of new shares as well as the 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).

The authorization cancels the authorization given by the General Meeting on February 10, 2011 to decide on the issuance of shares as well as the issuance of special rights entitling to shares.

The authorization is effective until the Annual General Meeting in 2014.

19. Closing of the Meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The above proposals of the Board of Directors and the shareholders in respect of matters on the agenda of the Annual General Meeting as well as this notice are available on the company's website at www.efore.com. The company's annual report which includes the annual accounts, the consolidated annual accounts, the report of the Board of Directors and the auditor's report are available on the above mentioned website no later than 19 January 2012. The proposals of the Board of Directors and the shareholders and the annual accounts are also available at the Annual General Meeting.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered on January 30, 2012 in the shareholders' register of the company maintained by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her 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 between January 11, 2012 at 9 p.m. and February 6, 2012 at 4 p.m. Such registration can be given:

a) on Efore Plc's website in the address www.efore.comor directly by e-mail to [e-mail];

b) by telephone to Efore Plc/ Anu Virokannas, [phone]; or

d) by regular mail to Efore Plc/ Anu Virokannas, Post Box 260, FI-02601 Espoo.

In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Efore Plc is used only in connection with the Annual General Meeting and with the necessary processing of related registrations.

2. Proxy representative and powers of attorney

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

A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the 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 in original to Efore Plc/ Anu Virokannas, Post Box 260, FI-02601 Espoo before the last date for registration.

3. Holders of nominee registered shares

A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank in good time in advance of the General Meeting. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the shareholders' register of the company at the latest on 6 February 2012 by 10 a.m. Further information on these matters can also be found on the company's website www.efore.com.

4. Other information

Pursuant to chapter 5, section 25 of the 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 considered at the meeting.

On the date of this notice to the Annual General Meeting, January 10, 2012, the total number of shares and votes in Efore Plc is 42,529,648.

EFORE PLC

Board of Directors

For further information please contact Mr. Vesa Vähämöttönen, CEO, tel [phone].

DISTRIBUTION

Nasdaq OMX Helsinki Oy
Principal media

Efore Group

Efore Group is an international company which develops and produces demanding power products. Besides Finland, the company's product development and marketing units are located in China and Sweden. Efore's production units are located in China and Estonia. In the fiscal year ending in October 2011, the Group's net sales totaled EUR 88.1 million and its personnel averaged 960. The company's share is quoted on the Nasdaq OMX Helsinki Ltd.

www.efore.com

Vesa Vähämöttönen, CEO, tel [phone]