EFORE PLC DISSOLVES THE MANAGEMENT SHARE OWNERSHIP SYSTEM

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News Desk 2018

Jun 17, 2014 at 7:30 AM

EFORE PLC DISSOLVES THE MANAGEMENT SHARE OWNERSHIP SYSTEM BY ACQUIRING BACK ITS OWN SHARES FROM THE MANAGEMENT TEAM’S HOLDING COMPANY

Espoo, Finland, 2014-06-17 13:15 CEST (GLOBE NEWSWIRE) -- EFORE PLC Stock Exchange Release 17 June 2014 at 2.15 p.m. On 26 August 2010 Efore Plc announced that its Board of Directors had resolved to establish a long-term share ownership system for the Efore Group management, which was intended to enable a significant long-term share ownership in the Company for the management. For the share ownership, the members of the then current management team established a company, Efore Management Ltd, whose share capital they own in its entirety. The share acquisitions have been funded through the Management Team members’ personal investments in Efore Management Ltd and through a loan of 1,356,000 EUR from Efore Plc with a fixed interest rate. At the moment, Efore Management Ltd holds 2,358,242 shares in Efore Plc representing 4.23 percent of the shares and votes in the Company. The Board of Directors of Efore Plc has analyzed the preconditions for the continuation of the share ownership system and has today resolved to dissolve the share ownership system prematurely. Material part of the shareholders of Efore Management Ltd. are no longer employed by Efore Plc and therefore the purpose of the system does no longer materialize in the intended manner. In addition, from Efore Oyj’s perspective it is rational to unify the Company’s commitment and long term incentive systems. The dissolution of the share ownership system will be carried out through an acquisition of all Efore Plc shares held by Efore Management Ltd (2,358,242 pcs). The acquisition will be carried out as a directed acquisition, in deviation from the shareholders’ pre-emptive subscription rights, as the intention of the acquisition is to dissolve the management’s share ownership system. Efore Plc shall pay to Efore Management Ltd 0.70 EUR per share, which is equivalent to the trade-volume weighted average quotation of the Efore Oyj’s shares on NASDAQ QMX Helsinki Ltd during 10 trading days preceding the acquisition. The total acquisition price is 1,650,769.40 EUR. As the purpose of the acquisition of the Company’s own shares is the dissolution of the management long-term share ownership system, the Board of Directors has also resolved to deviate from the procedures referred to in Sections 3.2.1 and 3.2.2 of the guidelines of NASDAQ OMX Helsinki Ltd concerning the purchase of own shares in publicly listed companies. The decision on the deviation was made based on 3.2.4 and 6.1 of the said guidelines. In accordance with the Board’s resolution, the acquisition of the shares shall be executed as manual trade outside the normal trading in one installment. As a part of the arrangement, Efore Management Ltd shall pay back the loan granted by Efore Plc together with interests. As a condition for the premature dissolution of the system, the parties have agreed that the original interest rate of 3.00 per cent shall be lowered. Changing the interest rate has no effect to the group level net result. According to the agreement the loan shall bear a fixed interest equal to the interest rate, in force from time to time, referred to in the Interest Act from the date of withdrawal until the pay-back date. The acquisition of shares shall be executed today. The loan shall be paid back immediately after the payment for the shares has been received. The resolution of the Board of Directors of Efore Plc is based on the authorization granted by the Annual General Meeting of Shareholders on 10 April 2014. Efore Plc and Efore Management Ltd have entered into an agreement concerning the dissolution of the share ownership system. Efore Plc shall bear all direct costs and fees related to the dissolution of the share ownership system and the liquidation of Efore Management Ltd. Efore Management Ltd belongs to Efore Plc Group and in the Group financial statement Efore Plc’s shares that Efore Management has acquired are shown in equity as acquisition of own shares. Before the acquisition to be executed today, Efore Plc has held 1,143,753 shares and Efore Management Ltd has held 2,358,242 share in Efore Plc. After the execution of the share acquisition today, Efore Plc will hold all the afore-mentioned shares totaling to 3,501,995 shares, which represent approximately 6.3 per cent of the shares and votes in the Company (altogether 55,772,891 shares). EFORE PLC Board of Directors Further information: Päivi Marttila, Chairman of the Board of Directors, tel. +358 400 285 358. DISTRIBUTION Nasdaq OMX Helsinki Ltd Main Media Efore Group The Efore Group is an international company that develops and produces demanding power products. Efore's head office is based in Finland, and its production units are located in China and Tunisia. Sales and marketing operations are located in Europe, the United States and China. In the fiscal year ending in December 2013, consolidated net sales totalled EUR 82.5 million, and the Group's personnel averaged 836. The company's shares are quoted on Nasdaq OMX Helsinki Oy. www.efore.com

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