Governance

Cleantech Invest organizes its administration in accordance with the Finnish Limited Liability Companies Act. According to the act, the administration is divided between the General Meeting of shareholders, the Board of Directors and the President and CEO. Shareholders exercise their rights primarily in the General Meeting of shareholders that is usually convened by the company’s Board of Directors. A General Meeting of shareholders must also be convened if requested in writing by the company’s auditor or a group of shareholders whose total number of shares constitutes at least one-tenth of the number of shares issued by the company that are not in the company’s possession. The company does not follow the recommendations of the Corporate Governance Code of 2010 for Finnish listed companies because the company does not deem it expedient in view of the company’s size and its scope of business.

Investor Relations

Contact

Tarja Teppo
+358 50 599 6828
tarja.teppo@cleantechinvest.com

Certifed Advisor contact information

www.accesspartners.com

Tel. +358 9 682 9500

Terms for using option CLEAN TO1A  

Two (2) options can be used to subscribe one (1) new CLEANT A share during 1st of November and 30th of November 2016 for the price of 13 SEK.  Options are listed with ticker code CLEANT TO1A.

Information policy

Cleantech Invest information policy can be downloaded from here

Insider policy

Cleantech Invest insider policy can be downloaded from here (English translation pending). 

Listing prospectus

Cleantech Invest First North Stockholm listing prospectus (updated, April 2016) can be found here

Cleantech Invest First North Helsinki listing prospectus (June 2014) can be found here.

Articles of Association

1 § COMPANY NAME AND DOMICILE

The company’s business name is Cleantech Invest Oyj, in Swedish Cleantech Invest Abp and in English Cleantech Invest Plc. The company is domiciled in Helsinki, Finland. The company’s line of business is to engage in economic activities pertaining to clean technologies and related creation of services and content, administration and development tasks, and consulting. In addition, the company can own, buy and sell securities, own real estate, and engage in financing and other investment activities. The company may engage in the aforementioned activities either directly or through subsidiaries, associated companies or other companies in which it participates as an owner. After the expiry of the registration period determined by the Board of Directors, the company’s shares are included in the book-entry securities system.

2 § LINE OF BUSINESS

The company’s line of business is to engage in economic activities pertaining to clean technologies and related creation of services and content, administration and development tasks, and consulting. In addition, the company can own, buy and sell securities, own real estate, and engage in financing and other investment activities. The company may engage in the aforementioned activities either directly or through subsidiaries, associated companies or other companies in which it participates as an owner.

3 § SHARES

After the expiry of the registration period determined by the Board of Directors, the company’s shares are included in the book-entry securities system.

The company may have series K, series A and series B shares. Each series K share confers twenty (20) votes and each series A share confers one (1) vote in a General Meeting of shareholders. Series B shares do not confer any votes, nor do the holders of series B shares have the right to attend General Meetings or demand minority dividends. Holders of series B shares do, however, have the right to receive, on request, copies of the minutes of General Meetings, as well as information on decisions by a General Meeting or the Board of Directors in matters that affect the material rights of the shares. In other respects, the rights conferred by the company’s shares are equal.

A series K share can be converted to a series A share upon demand by the shareholder to the Board of Directors. A series A share can be converted to a series B share upon demand by the shareholder to the Board of Directors. A series B share can be converted to a series A share by decision of the Board of Directors. The conversion ratio is 1:1.

4 § BOARD OF DIRECTORS

The company has a Board of Directors comprising a minimum of one (1) and a maximum of six (6) ordinary members. In case the Board of Directors has fewer than three (3) ordinary members, one deputy member shall be elected.

The term of office of the members of the Board of Directors ends at the closing of the next ordinary General Meeting of shareholders following their election.

5 § Representing the company

In addition to the Board of Directors, the company can be represented by the President and CEO and the chairman of the Board of Directors, each separately, or by two members of the Board of Directors together. The Board of Directors may authorize a member of the Board of Directors or another person to represent the company.

6 § Notice of a General Meeting and attendance

A notice to a General Meeting of shareholders shall be published on the company’s website no earlier than two (2) months and no later than three (3) weeks before the date of the General Meeting, however, no later than nine (9) days before the record date of the General Meeting. The record date is eight (8) working days before the date of the General Meeting. The Board of Directors may, at its discretion, additionally publish a notice to a General Meeting in one or more newspapers.

In order to have the right to attend a General Meeting, shareholders shall register with the company no later than the registration date given in the notice of the General Meeting, which can be no earlier than ten (10) days before the General Meeting.

Board of directors

The tasks and responsibilities of the Board of Directors of Cleantech Invest are determined by the Finnish Limited Liability Companies Act and other applicable legislation, according to which the administration of the company and the appropriate organization of its operation shall be arranged by the Board of Directors. The Board of Directors is also responsible for the appropriate organizing of the company’s accounting and of the control of its asset management. In addition, the Board of Directors’ task is to promote the good of the company and all its shareholders by planning the company’s business operations in a way that produces the best possible return on capital invested in the company in the long term.

Members of the company’s Board of Directors

Lassi Noponen has been a member of the Board since February 2010 and its chairman since November 2010. In addition, Mr. Noponen has been a member of the Board of Directors of Incap Oyj since 2009 and its chairman since 2013. Earlier he was Managing Director of Proventia Group Oy 2000–2006 and one of Proventia Group Oy’s founders. His previous posts include partner and director responsible for mergers and acquisitions at Evli Corporate Finance Oy 1999–2000, and before that, several management posts at Neste Corporation 1992–1999, most recently as Corporate Controller. By education, Mr. Noponen is a Master of Law and M.Sc. (Mgmt) from London Business School.

Jan Forsbom is a member of the Board of Cleantech Invest since March 2014. Mr. Forsbom is a long-time professional in the financing business. Before his present role as an independent advisor and professional board member, he was a partner and Managing Director of the asset management company Bon Securities and Bon Life 2009–2012. Earlier, he was Asset Management Director of Glitnir Bank 2007–2008, and Managing Director of FIM Asset Management, FIM Group Corporation and FIM Securities 2000–2007. Mr. Forsbom is a Master of Law from the University of Helsinki and MBA from Henley Management College and Brunel University.

Timo Linnainmaa is a member of the Board since April 2015. Mr. Linnainmaa is the co-founder of Cleantech Invest and has worked in the cleantech area since 2002, both as an advisor and investor. Timo was Cleantech Invest’s President and CEO 2005–2010. Prior to that, he was a Director of the Environmental Management unit of the Helsinki University of Technology 2002–2005. By education, Mr.Linnainmaa is a M.Sc. (Technology).

Thomas Bengtsson is a member of the Board since April 2015, Mr. Bengtsson is a Senior Advisor at Swedish Ministry of Enterprise and has also served as member of the Board of Directors of Industrifonden. 

Tarja Teppo is a Board member since 2005. She worked at the Environmental Management unit of the Helsinki University of Technology 2002–2005, and prior to that, at the Nokia Group in product development, and as Director of the Nokia Ventures Organization unit in Finland and the US 1997–2002. Ms. Teppo holds M.Sc. (Technology) and D.Sc. (Technology) degrees.

President and CEO

The task of the President and CEO is to manage and develop Cleantech Invest’s business operations in accordance with the Finnish Limited Liability Companies Act and the instructions and directives by the Board of Directors. The President and CEO may undertake measures that are unusual and wide-ranging with a view to the company’s scope and nature of operations only by authorization by the Board of Directors. The President and CEO is responsible for the compliance of the company’s accounting with the law, and the reliable organization of its asset management. The President and CEO is also responsible for financial planning and controlling the implementation of significant operational decisions. The President and CEO prepares matters for the meetings of the Board of Directors and reports to the Board of Directors.

Alexander Bigge Lidgren is Cleantech Invest’s CEO since January 1, 2015. Previously, he was managing the cleantech portfolio at the Swedish Energy Agency. He has an entrepenurial background having founded Cleantech Scandinavia and Nordic Cleantech Open where he was also the managing director. Among his previous ventures are Blokks, a broadband technology company later exited to a stock listed company, and Big Bear, cafe, gallery and store in central Lund (still around, go there for good coffee). By education, Bigge is a M.Sc. (Environmental Management and Policy) and Ba.Sc (Business Administration and Marketing).

Besides the members of the Board and the President and CEO, the company’s operational management does not include other persons.

Auditing

External auditing verifies that the financial statements give correct and sufficient information on the company’s financial performance and financial position during the financial period. The auditor submits an auditing report required by law to the company’s shareholders together with the company’s annual financial statements. Audits during the financial period are reported to the Board of Directors.

The auditor and the Board of Directors meet at least once a year. The auditor is elected by the General Meeting of shareholders. The auditor’s term of office covers the financial period during which he or she is elected and ends at the closing of the next ordinary General Meeting of shareholders following his or her election. The company’s auditor for the financial periods ended on December 31, 2013 and December 31, 2012 was the firm of Authorized Public Accountants Deloitte & Touche Oy (address: Porkkalankatu 24, 00180 Helsinki).

The principal auditor for the company for the financial period ended on December 31, 2012 was Mr. Eero Lumme, APA, and for the financial period ended on December 31, 2013, Mr. Aleksi Martamo, APA. According to the decision by the ordinary General Meeting of shareholders in 2014, Deloitte & Touche Oy will continue as the company’s auditor, with Mr. Aleksi Martamo, APA, as the principal auditor, until the close of the next ordinary General Meeting of shareholders.

General Meetings of shareholders

The ordinary General Meeting of shareholders is the highest decision-making body of the company. The company’s Board of Directors convenes the General Meeting annually within six months of the end of the financial period. As stipulated in the Articles of Association, the ordinary General Meeting decides on the adoption of the financial statements, the use of profits shown on the balance sheet, the granting of release from liability to the members of the Board of Directors and the President and CEO, the number of members of the Board of Directors, as well as the remuneration of the members of the Board of Directors and the auditor/s.

The General Meeting also elects the members of the Board and the auditor, and resolves any other matters included in the notice of the meeting.