1.3.2023 16:00:01 EET | Eagle Filters Group Oyj |
Company Announcement
Eagle Filters Group OyjCompany Announcement1 March 2023 at 16.00 (EET)
Notice to the Extraordinary General Meeting of Eagle Filters Group Plc
Notice is given to the shareholders of Eagle Filters Group Plc to the Extraordinary General Meeting to be held on 23. March 2023 at 10.00 (EET) at Eagle Filters Group Plc office, address Fredrikinkatu 71 A 11, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.30 (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. 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 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 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 Extraordinary General Meeting on October 27. 2022.
The authorization is valid until March 23. 2024.
7. Closing of the meeting
B. Documents of the General Meeting
This notice containing the above-mentioned proposals relating to the agenda of the Extraordinary General Meeting is available on Eagle Filters Group Plc’s website at www.eaglefiltersgroup.com Additionally, it is available to shareholders at the meeting. Minutes of the meeting are available on the above-mentioned website no later than April 6. 2023, onwards.
C. Instructions for the participants
1. Shareholder registered in the shareholders’ register
Each shareholder who is registered on March 13. 2023, 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 March 17. 2023, at 16.00, by which time the registration shall be received. The registration may take place by email to the address:
gm@eaglefilters.com
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 Eagle Filters Group 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 March 13. 2023, 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 March 20. 2023, 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 March 13. 2023.
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 Eagle Filters Group 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 March 13. 2023 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 Eagle Filters Group Plc maintained by Euroclear Finland Oy. Such request shall be submitted in writing to Eagle Filters Group Plc no later than on March 14. 2023, at 10.00 Swedish time. This temporary registration made through written request to Eagle Filters Group 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 Eagle Filters Group 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, March 1. 2023, the total number of shares in Eagle Filters Group Plc is 123 132 343 and each share has one vote at General Meetings. The total amount of votes is 123 132 343.
In Helsinki, March 1. 2023
EAGLE FILTERS GROUP PLC
Board of Directors
For more information:Jarkko Joki-Tokola, CEO, Eagle Filters Group Oyj. jarkko@eaglefilters.comErik Penser Bank AB, Certified Adviser, certifiedadviser@penser.se
About Eagle Filters Group Oyj
Eagle Filters Group is a material science company that aims to enable a green and healthy environment.
Eagle provides high performance filtration solutions that cut CO2 emissions and increase profitability of the energy industry. Eagle’s technology improves performance and energy efficiency while cutting costs. The technology is being used by some of the world’s largest energy utilities.
The company group is listed on First North Growth Market Finland under the ticker EAGLE and on First North Growth Market Stockholm under the ticker EAGLES.
www.eaglefiltersgroup.com
Attachments
Download announcement as PDF.pdf
