Dovre Group Plc Stock Exchange Release November 22, 2024, at 5 p.m.
NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF DOVRE GROUP PLC
Notice is given to the shareholders of Dovre Group Plc ("Dovre” or the "Company”) to the Extraordinary General Meeting ("EGM”) to be held on Monday, December 16, 2024, at 2.30 p.m. at Dovre headquarters, address Ahventie 4 B, 02170 Espoo. The reception of the persons who have registered for the meeting and the distribution of voting tickets will commence at 2 p.m. at the meeting venue.
Shareholders representing over 40% of the outstanding shares of Dovre have indicated that they will vote in favor of all proposals presented in this notice to the EGM.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
At the EGM, 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 verify the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the voting list
6. Proposal of the Board of Directors to confirm and approve the sale of Dovre's Project Personnel and Norwegian consulting businesses and related amendment of Dovre's Articles of Association
As announced on November 20, 2024, the Company has on November 20, 2024, signed a conditional agreement with Swedish NYAB AB whereby Dovre sells its entire Project Personnel business and Norwegian Consulting business for an estimated EUR 34 million in cash consideration. The closing of the transaction is expected to take place on or about January 2, 2025.
The total consideration is estimated to be approximately EUR 34 million. This is based on a preliminary enterprise value determined as the estimated FY2024 EBIT of the sold businesses (EUR 4.3 million) multiplied by 7 plus compensation for estimated net cash and adjustment for the estimated working capital position as of December 31, 2024. Of the preliminary purchase price payable on closing, Dovre will receive 80% in cash, while 20% will be deposited to an escrow account as security for the buyer's benefit to satisfy any potential repayment obligation of Dovre in respect of the final purchase price. The final purchase price will be determined after closing based on actual adjusted EBIT for the financial year 2024 and actual net cash and net working capital positions as of December 31, 2024.
More information on the transaction is available in the Stock Exchange Release issued on November 20, 2024, and on Dovre's website www.dovregroup.com.
Since upon completion of the transaction, Dovre will no longer carry out project personnel business, the Company should amend its Articles of Association accordingly. The Board of Directors proposes to the general meeting that the Section 3 § of the Articles of Association is amended to read as follows (amendment underlined):
3 § Field of business
The company may provide project personnel and carry out assignments for management consulting, project management and other professional services, primarily in the energy, renewable energy, circular economy and infrastructure sectors. The company's consultants may be either in-house employees, subcontractors or third party employees. The company develops, markets and sells software products and consulting services related to project management, enterprise resource management and augmented reality. In addition, the company may own and operate factories and construction companies engaged in business primarily in the energy, renewable energy and circular economy sectors. The company may produce and sell management services. The company may engage in securities trading and own shares in other companies and real estate.
The above-described transaction is conditional upon the approval by the extraordinary general meeting and the amendment of Dovre's Articles of Association. The Board of Directors proposes and unanimously recommends that the general meeting confirms and approves, as a whole, the sale of the Company's entire Project Personnel business and Norwegian consulting business and resolves to amend the Articles of Association.
7. Closing of the meeting.
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
Proposals of the Board of Directors, the stock exchange release concerning the transaction as well as this notice are available on the Company's website www.dovregroup.com. The proposals of the Board of Directors are also available at the EGM. Copies of these documents and of this notice will be sent to shareholders upon request.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
1. Shareholder registered in the shareholders' register
A shareholder who is registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd, on the record date December 3, 2024, has the right to participate the EGM. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholder register of the Company.
The registration period for the EGM commences on November 22, 2024. A shareholder, who is registered in the shareholder register of the Company and who wants to participate in the EGM, must register no later than on December 11, 2024, 10:00 a.m., by which time the registration must be received.
Registration for the EGM can be made:
a) on Dovre Group Plc's website at www.dovregroup.com
b) by email to [email protected]
c) by telephone to Dovre Group Plc/Marja Saukkonen, tel. +358 50 385 4296
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, 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 Dovre Group Plc is used only in connection with the EGM and with the processing of related necessary registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the EGM by virtue of such shares, based on which he/she would be entitled to be registered in the shareholder register of the Company maintained by Euroclear Finland Ltd on the record date of the EGM on December 3, 2024. The right to participate requires, in addition, that the shareholder has, on the basis of such shares, been registered into the temporary shareholder register maintained by Euroclear Finland Oy at the latest by December 11, 2024, by 10:00 a.m. In regard to nominee registered shares this constitutes due registration for the EGM. Changes in shareholding after the record date of the EGM do not affect the right to participate in the EGM or the number of votes of the shareholder.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder register of the Company, the issuing of proxy documents and registration for the EGM from his/her 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 EGM, into the temporary shareholder register of the Company at the latest by December 11, 2024 by 10:00 a.m.
3. Proxy representative and powers of attorney
A shareholder may participate in the EGM and exercise his/her rights at the meeting through a proxy representative. A proxy representative shall produce a duly dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the EGM. When a shareholder participates in the EGM 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 EGM.
Any proxy documents should be delivered in original to Dovre Group Plc/Marja Saukkonen, Ahventie 4 B, 02170 Espoo, Finland, or as a scanned copy by email to [email protected] by the last date of registration. In addition to the delivery of the proxy documents the shareholder or the proxy representative shall register for the EGM as described in this notice.
4. Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the EGM has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice, the total number of shares and votes in Dovre Group Plc is 105,956,494.
Espoo, November 22, 2024
Dovre Group Plc
Board of Directors
For further information please contact Mr Arve Jensen, CEO, tel. +47 90 60 78 11 or Mr Hans Sten, CFO, tel. +358 20 436 2000.
DISTRIBUTION
Nasdaq Helsinki
Major media
www.dovregroup.com
