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Notice to the Annual General Meeting of Aspocomp Group Plc.

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Aspocomp Group Oyj
·18-min read
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Aspocomp Group Plc., Stock Exchange Release, March 10, 2021 at 9:30 a.m.


Notice is given to the shareholders of Aspocomp Group Plc. of the Annual General Meeting to be held on Tuesday, April 13, 2020 at 10 a.m. (EET). The address is Itämerentori 2, Stage-studio, Helsinki, Finland. In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue.

Shareholders can participate in the General Meeting and use their shareholder rights in connection with the General Meeting only by voting in advance (either personally or through a proxy representative), by submitting counterproposals in advance and by asking questions in advance in the manner described below. Proxy representatives must also vote in advance in the manner described below. For further instructions, please refer to Section C. “Instructions for the participants in the General Meeting” of this notice.

The Board of Directors of the company has resolved on the exceptional procedure for the meeting based on the temporary legislative act to limit the spread of the Covid-19 pandemic (677/2020) entered into force on 3 October 2020. The company has resolved to take actions enabled by the act in order to hold the meeting in a predictable manner, taking into account the health and safety of the company‘s shareholders, personnel and other stakeholders.

Shareholders may follow the Annual General Meeting remotely on the internet via video stream. Shareholders following the meeting this way are not considered to participate in the Annual General Meeting and thus may not exercise shareholder’s right to pose questions or vote in the meeting. This is therefore not a question of remote participation in accordance with the Finnish Limited Liability Companies Act, but the possibility of following the General Meeting remotely. Instructions for shareholders to follow the meeting via video stream are presented in this notice under section C “Instructions for participants in the Annual General Meeting”.

To ensure that resolutions can be made at the Annual General Meeting, Aspocomp has received confirmation from the largest shareholders of the company that they will vote in favour of all the proposals presented in the notice to the Annual General Meeting.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the Annual General Meeting, the following matters will be handled:

1. Opening of the meeting

2. Calling the meeting to order


Attorney-at-law Katia Duncker shall act as the Chair of the General Meeting. In case Katia Duncker would not be able to act as the Chair of the General Meeting for a weighty reason, the Board of Directors shall name another person it deems most suitable to act as the Chair.

3. Election of persons to scrutinize the minutes and to supervise the counting of votes

The person to scrutinize the minutes and to supervise the counting of votes shall be Krista Keinänen, LL.M. In case Krista Keinänen would not be able to act as the person to scrutinize the minutes and to supervise the counting of votes for a weighty reason, the Board of Directors shall name another person it deems most suitable to act in that role.

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes


Shareholders who have voted in advance within the advance voting period and who have the right to participate in the General Meeting pursuant to Chapter 5 Sections 6 and 6 a of the Finnish Limited Liability Companies Act will be recorded to have attended the Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy and Innovatics Oy.

6. Presentation of the annual accounts, the consolidated annual accounts, the report of the Board of Directors and the auditor’s report for the year 2020

As participation in the General Meeting is possible only via advance voting, the company’s annual report published on March 23, 2021, which includes the company’s financial statements and the report of the Board of Directors and the auditor’s report, and which is available on the company’s website, is deemed to have been presented to the General Meeting.

7. Adoption of the annual accounts and the consolidated annual accounts

8. Resolution on the use of the profit shown on the balance sheet and payment of dividend


The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting resolves to authorize the Board of Directors to decide, at its discretion, on the distribution of up to EUR 0.07 per share from retained earnings and / or return on invested equity in one or more tranches. It is proposed that the authorization be valid until the beginning of the next Annual General Meeting. The company will publish any Board decision on the distribution of funds separately and at the same time confirms the relevant reconciliation and payment dates. Therefore, the Board of Directors proposes to the Annual General Meeting that no dividend shall be distributed by a decision of the Annual General Meeting.

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

10. Adoption of the company’s remuneration report 2020 for governing bodies


As participation in the General Meeting is possible only via advance voting, the company’s remuneration report, describing the implementation of the company’s remuneration policy and presenting the remuneration of the company’s governing bodies during the financial year 2020, published on March 10, 2021, is deemed to have been presented to the General Meeting. The remuneration report is available on the company’s website www.aspocomp.com. The General Meeting’s resolution on the remuneration report is advisory.

11. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting that the amount of remuneration payable to the Board of Directors remain the same as in the ending term and that Board Members be thus compensated as follows: EUR 30,000 for the chairman of the Board of Directors, EUR 20,000 for the vice chairman, and EUR 15,000 for each of the other members in remuneration for their term of office. The Board of Directors further proposes that EUR 1,000 be paid as remuneration per meeting to the chairman and that the other members be paid EUR 500 per meeting of the Board and its committees. The Board of Directors also proposes that the members of the Board of Directors be reimbursed for reasonable travel costs.

12. Resolution on the number of members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting that four (4) members be elected to the Board of Directors.

13. Election of members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting that the current members of the Board of Directors Ms. Päivi Marttila and Ms. Kaarina Muurinen be re-elected that Mr. Jukka Huuskonen (born 1964) and Mr. Anssi Korhonen (born 1965) be elected as a new member to the Board of Directors. In accordance with the Articles of Association of the company, the term of office of the members of the Board of Directors ends at the closing of the next Annual General Meeting following the election.

The said director nominees have given their consents to the election. Information regarding experience and earlier duties of the proposed new members, Mr. Jukka Huuskonen and Mr. Anssi Korhonen, is set out also in the appendix to this meeting notice.

The nominees' personal details are available on the company’s website www.aspocomp.com.

The Board of Directors has assessed the director nominees' independence against the independence criteria of the Finnish Corporate Governance Code. According to the evaluation carried out by the Board of Directors, all director nominees are independent of the Company's significant shareholders. The Board of Directors has also assessed that all nominees are independent of the Company.

14. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting that the auditor’s fees be paid according to the auditor’s invoice.

15. Election of auditor

The Board of Directors proposes to the Annual General Meeting that PricewaterhouseCoopers Oy, Authorized Public Accountants be re-elected as the company's auditor. PricewaterhouseCoopers Oy has notified that Mr. Mikko Nieminen, Authorized Public Accountant, will act as the principal auditor. In accordance with the Articles of Association of the company, the term of office of the auditor ends at the closing of the next Annual General Meeting following the election.

16. Authorizing the Board of Directors to decide on share issues 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 several installments, 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 Finnish Limited Liability Companies Act as follows:

The number of shares to be issued based on the authorization may in total amount to a maximum of 684 144 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 own shares possibly held by the company. The issuance of shares and of options and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Limited Liability 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 June 9, 2020 to decide on the issuance of shares as well as the issuance of special rights entitling to shares.

The authorization is valid until June 30, 2022.

17. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The aforementioned proposals of the Board of Directors relating to the agenda of the Annual General Meeting and this notice as well as the company’s Remuneration report for Governing Bodies 2020 are available on the company’s website at www.aspocomp.com/agm starting from March 10, 2021. The annual report of the company, including the company’s annual accounts, the consolidated annual accounts and the report of the Board of Directors as well as the auditor’s report shall be available on the company’s website at www.aspocomp.com/reports as of March 23, 2021.

The minutes of the Annual General Meeting will be available at www.aspocomp.com/agm no later than April 27, 2021.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

In order to contain the spread of the Covid-19 pandemic, the Annual General Meeting will be held so that the shareholder or their proxy representative cannot be present at the venue. Shareholders can participate in the meeting and exercise their shareholder rights only by voting in advance (by themselves or by way of proxy representation) and by making counterproposals and presenting questions in advance. The proxy representative is also required to vote in advance.

A video stream link and password needed to follow the Annual General Meeting remotely will be sent by e-mail and as a text message to the email address and phone number provided in connection with the registration. Following the meeting via remotely is possible only for such shareholders who are registered as shareholders of the company on the record date of the Annual General Meeting. Following of the meeting by any shareholder via the remote connection shall not constitute attendance in the Annual General Meeting. The voting list of the Annual General Meeting and the results of voting shall be based solely on the advance voting.

1. Shareholder registered in the shareholders’ register

Each shareholder who is registered on March 30, 2021 in the shareholders’ register of the company held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. Each shareholder, whose shares are registered on his/her/its personal Finnish book-entry account, is registered in the shareholders’ register of the company.

Shareholders and their proxy representatives may participate in the meeting only by voting in advance and by making counterproposals and presenting questions in advance.

2. Registration and advance voting

Registration for the meeting and advance voting will begin on Tuesday March 16, 2021 at 10 a.m. (EET) when the deadline for submitting counterproposals subject for voting has passed. A shareholder who is registered in the shareholders’ register of the company and who wants to participate in the meeting by voting in advance must register and vote in advance by Tuesday April 6, 2021 at 4 p.m. (EET) by which time the registration shall be completed and votes need to be received.

In connection with registration, all requested information shall be submitted, such as the shareholder’s identification and contact details as well as possible proxy representative’s identification details. The personal data given to Aspocomp Group Plc. and/or Innovatics Oy is used only in connection with the Annual General Meeting and the processing of related necessary registrations.

Shareholders who are having a Finnish book-entry account may register and vote in advance on certain items on the agenda of the Annual General Meeting from March 16, 2021 at 10 a.m. (EET) until April 6, 2021 at 4 p.m. (EET) by the following means:

a) through the company’s website at www.aspocomp.com/agm.

Online registration and advance voting require that the shareholders or their legal representatives or proxy representatives prove their identity by means of strong electronic identification either by Finnish or Swedish bank ID or Mobile ID.

b) via mail or email

A shareholder who is voting via mail or email shall submit an advance voting form available on the company’s website www.aspocomp.com/agm as of March 16, 2021 at 10 a.m (EET), or equivalent information, to Innovatics Oy by mail to address Innovatics Oy, Annual General Meeting / Aspocomp Group Oyj, Ratamestarinkatu 13 A, 00520 Helsinki or by email to address agm(at)innovatics.fi.

If a shareholder participates in the Annual General Meeting by submitting his/her/its advance votes to Innovatics Oy by mail or email, such submission of votes prior to the deadline for registration and advance voting shall be deemed to constitute due registration for the Annual General Meeting, provided that the shareholder’s mail/email includes all such information required for the registration as set out in the advance voting form.

The terms and other instructions concerning advance voting are available on the company’s website at www.aspocomp.com/agm. Additional information relating to registration and advance voting is also available during the Annual General Meeting’s registration period by phone at +358(0)10 2818 909 during business days at from 9 a.m. until 12 noon and from 1 p.m. until 4 p.m. (EET).

3. Proxy representative and powers of attorney

A shareholder may participate in the meeting and exercise his/her/its rights by way of proxy representation. Such shareholder’s proxy representative may also participate in the Annual General Meeting only by voting in advance on behalf of the respective shareholder in the manner set out in this notice. Proxy representatives must also prove their identity in the electronic registration service and advance voting in person by means of strong electronic identification, and only after that they may complete the registration and advance voting on behalf of their represented shareholders. Shareholder’s proxy representative must provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Statutory right of representation may be demonstrated by using the suomi.fi e-authorisations service which is in use in the online registration service.

Should a shareholder participate in the Annual General Meeting by means of several proxy representatives who are representing such shareholder with respect to shares in several different book-entry accounts, the shares based on which each proxy representative represents the shareholder shall be identified in connection with the registration.

Templates for proxy document and advance voting form shall be available on the company's website at www.aspocomp.com/agm at the latest on March 16, 2021 at 10 a.m. (EET). Proxy documents should be delivered as appendices in connection with online registration, by e-mail to address agm(at)innovatics.fi or by mail as originals to address Innovatics Oy, Annual General Meeting / Apocomp Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, in each case prior to the deadline for registration by which time the documents must be at the recipients possession.

Submission of a proxy document prior to the deadline for registration and advance voting shall be deemed to constitute due registration for the Annual General Meeting, provided that all such shareholder information that are needed for the registration have been provided.

4. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of shares based on which he/she/it on the record date of the meeting, i.e. on March 30, 2021, 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 has on the basis of such shares been temporarily registered into the shareholders’ register of the company held by Euroclear Finland Oy. at the latest on April 8, 2021 by 10.00 a.m. (EET).

As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the General Meeting or the number of votes held by the respective shareholder. A holder of nominee registered shares is advised without delay to request necessary instructions regarding the temporary registration in the shareholder’s register of the company, the issuing of proxy documents and registration for the Annual 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 Annual General Meeting, temporarily into the shareholders’ register of the company at the latest by the time stated above.

Further information on the respective matters is available at the company’s website www.aspocomp.com/agm.

5. Other instructions and information
Shareholders holding at least one hundredth of all shares of the company have the right to make counter proposal to the proposals for resolutions on the agenda of the Annual General Meeting, to be placed for a vote. Such counterproposals must be delivered to the company by e-mail to agm(at)aspocomp.com no later than by March 15, 2021 at 10 a.m. (EET). Shareholders making a counterproposal must in connection with delivering the counterproposal present evidence of their shareholdings. The counterproposal will be considered at the Annual General Meeting provided that the respective shareholder has the right to participate in the Annual General Meeting and the shareholder holds shares corresponding to at least one hundredth of all shares in the company on the record date of the Annual General Meeting. If the counterproposal will not be taken up for consideration at the Annual General Meeting, the votes given in favour of the counterproposal shall be disregarded. The company will publish possible counterproposals subject to voting on the company’s website at www.aspocomp.com/agm by no later than March 16, 2021 at 10 a.m. (EET).

A shareholder may present questions on the matters on the agenda of the meeting pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act until March 26, 2021 at 4 p.m. (EET) either in the online registration service, by e-mail to agm(at)aspocomp.com or by mail to Aspocomp Group Plc, Keilaranta 1, 02150 Espoo, Finland. Questions must have been received by the company by such deadline. Such questions from shareholders, the company’s managements answers to them and possible counterproposals other than those considered at the meeting shall be available on the company’s website at www.aspocomp.com/agm at the lates on March 31, 2021 at 4 p.m. (EET). In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of their shareholding.

On the date of the notice to the Annual General Meeting, March 10, 2021, the total number of shares and votes in Aspocomp Group Plc. is 6,841,440. The company does not have treasury shares in its possession.

In Espoo, March 10, 2021

ASPOCOMP GROUP PLC.

THE BOARD OF DIRECTORS


For further information, please contact Mikko Montonen, CEO,
tel. +358 40 5011 262, mikko.montonen(at)aspocomp.com.

ASPOCOMP GROUP PLC.

Mikko Montonen
CEO


Aspocomp – Heart of your Technology

A printed circuit board (PCB) is used for electrical interconnection and as a component assembly platform in electronic devices. Aspocomp provides PCB technology design, testing and logistics services over the entire lifecycle of a product. The company’s own production and extensive international partner network guarantee cost-effectiveness and reliable deliveries.

Aspocomp’s customers are companies that design and manufacture telecommunication systems and equipment, automotive and industrial electronics, and systems for testing semiconductor components for security technology. The company has customers around the world and most of its net sales are generated by exports.

Aspocomp is headquartered in Espoo and its plant is in Oulu, one of Finland’s major technology hubs.

www.aspocomp.com


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