Efore Oyj : EFORE PLC: NOTICE OF ANNUAL GENERAL MEETING

Espoo, Finland, 2013-01-11 08:00 CET (GLOBE NEWSWIRE) -- EFORE PLC     Stock
Exchange Release   January 11, 2013   9.00 a.m. 

Notice is given to the shareholders of Efore Plc of the Annual General Meeting
to be held on Thursday February 7, 2013 at 6 p.m. at Radisson Blu Royal Hotel,
address Runeberginkatu 2, Helsinki. The reception of 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 1 November 2011 - 31 October 2012 

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 the parent
company's profit for the financial period of EUR 4,534,966.39 shall be
transferred to the accrued earnings account, and that it would resolve not to
distribute any dividend to the shareholders for the financial period 1 November
2011 through 31 October 2012. 

9. 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 a possible distribution of
assets to the shareholders, either as a payment of dividend from profits 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 beginning of the
next Annual General Meeting. 

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

11. Amending the financial period and the Articles of Association

The Board proposes to the Annual General Meeting that the normal financial
period of the company shall be changed to be 1 January - 31 December. The
current financial period of the company, 1 November 2012 - 31 October 2013, is
proposed to be extended to fourteen (14) months to end on 31 December 2013. Due
to the above the Board proposes that Article 8 of the Articles of Association
be amended as follows: 

Article 8 Financial period

The financial period of the company starts on 1 January and ends on 31
December. 

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

The Board of Directors proposes, based on the recommendation of the Nomination
Board, to the Annual General Meeting that the remuneration for the term payable
to the Board members shall be as follows: EUR 45,500 to the chairman and EUR
22,750 to the deputy chairman and the other members. Approximately 40 per cent
of the aggregate remuneration for the term is payable in shares of the company.
Payment of the remuneration for the term will be paid as a one-time payment
according to the average of the closing prices of Efore shares during the
period 8 - 18 April 2013. 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 31 December
2013, half of the received shares shall be returned. 

The remuneration for the term in shares 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 7 February 2013. 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 will 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

The Board of Directors proposes, based on the recommendation of the Nomination
Board, to the Annual General Meeting that the number of Board members be set at
five (5). 

14. Election of the members of the Board of Directors

The Board of Directors proposes, based on the recommendation of the Nomination
Board, 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 2014 Olli Heikkilä, Tei-Hu Liu, Marko Luoma and Matti Vikkula shall be
re-elected members of the Board of Directors and that Marjo Miettinen shall be
elected as a new member of the Board of Directors for the same period. 

Information about Marjo Miettinen is available at the website of Efore Plc at
the address www.efore.com. 

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 for
the period beginning at the end of the Annual General Meeting and ending at the
end of the Annual General Meeting 2014. 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. Shares in the company may be acquired only 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 a
price otherwise formed on the market. 

The Board of Directors resolves the manner in which own shares are acquired.
The acquisition may be made using, inter alia, derivatives. Shares may be
acquired otherwise than in proportion to the holdings of the shareholders
(directed acquisition). 

The authorization is valid until 30 June 2014. The authorization shall cancel
the authorization given by the Annual General Meeting on 9 February 2012 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 

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to, in one or more transactions, decide 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 shares to be issued based on the authorization may in total
amount to a maximum of 8,500,000 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 9
February 2012 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 2014.

19. Closing of the Meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The above proposals of the Board of Directors 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 annual
report of the Board of Directors and the auditor's report are available on the
above mentioned website on 17 January 2013. The proposals of the Board of
Directors and the annual report 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 28 January 2013 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 11 January 2013 at 9 p.m. and 4 February 2013
at 4 p.m. Such registration can be given: 

a) on Efore Plc's website in the address www.efore.com or directly by e-mail to
[e-mail]; 
b) by telephone to Efore Plc / Anu Virokannas, [phone]; or
c) 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 has the right to participate in the
Annual General Meeting by virtue of those shares based on which he/she, on 28
January 2013, would be entitled to be registered in the shareholders' register
of the company held by Euroclear Finland Oy. The right to participate in the
Annual General Meeting requires, in addition, that the shareholder on the basis
of such shares has been registered into the temporary shareholders' register
held by Euroclear Finland Oy at the latest by 4 February 2013 by 10:00 a.m. As
regards nominee-registered shares this constitutes due registration for the
meeting. 

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 4 February 2013 by 10 a.m. 

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 10 January 2013, 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 +358 9
4784 6312. 

DISTRIBUTION

Nasdaq OMX Helsinki Oy
Principal media

Efore Group

Efore Group is an international company which develops and produces demanding
power products. Efore's head office is based in Finland and its production unit
is located in China. Efore is present also in Sweden. In the fiscal year ending
in October 2012, consolidated net sales totaled EUR 78.1 million and the
Group's personnel averaged 888. The company's share is quoted on the Nasdaq OMX
Helsinki Ltd. 

www.efore.com

         Mr.