Notice to the Annual General Meeting of Aspocomp Group Plc
Aspocomp Group Plc., Stock Exchange Release, March 16, 2023 at 9:30 a.m.
Notice is given to the shareholders of Aspocomp Group Plc. to the Annual General Meeting to be held on Thursday, April 20, 2023 at 10 a.m. (EET), address Keilaranta 1, 1st floor Auditorium, Espoo, Finland. The reception of persons who have registered for the meeting will commence at 9.30 a.m. (EET).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
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, the consolidated annual accounts, the report of the Board of Directors and the auditor’s report for the year 2022
- Review by the CEO
The annual report of the company for the year 2022, 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 28, 2023.
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 a dividend of EUR 0.21 per share be paid. The dividend would be paid to shareholders registered in the Register of Shareholders maintained by Euroclear Finland Ltd on the record date of the dividend distribution, April 24, 2023. The Board of Directors proposes that the dividend will be paid on May 2, 2023.
9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO
10. Presentation of the remuneration report 2022 for company’s governing bodies
The Board of Directors proposes to the Annual General Meeting that it would approve the company’s remuneration report for governing bodies 2022. The resolution concerning approval of the remuneration report is advisory in nature.
The remuneration report will be available on the company’s website www.aspocomp.com/agm as of March 16, 2023
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board 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 Nomination Board 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 Nomination Board 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 Shareholders’ Nomination Board 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 Shareholders’ Nomination Board proposes to the Annual General Meeting that the current members of the Board of Directors Ms. Päivi Marttila, Ms. Kaarina Muurinen, Mr. Jukka Huuskonen and Mr. Anssi Korhonen be re-elected as members 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.
The nominees' personal details are available on the company’s website www.aspocomp.com.
In accordance with the Articles of Association the Board of Directors elects its chairman from among its members. The Nomination Board proposes to the inaugural meeting of the Board of Directors to be held after the Annual General Meeting that Ms. Päivi Marttila is re-elected as chairman of the Board of Directors.
The Nomination Board has assessed the director nominees' independence against the independence criteria of the Finnish Corporate Governance Code. According to the evaluation carried out by the Nomination Board, all director nominees are independent of the company's significant shareholders. The Nomination Board 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. Tuukka Kiuru, 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 instalments, 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 681,144 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 April 26, 2022, 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, 2024.
17. Amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting would decide to amend the company’s Articles of Association to enable convening a General Meeting as a virtual meeting without a meeting venue as an alternative to a customary general meeting or a hybrid meeting. The Finnish Companies Act requires that shareholders can exercise their full rights in virtual meetings, with equal rights to those in customary in-person General Meetings. Pursuant to the proposal of the Board of Directors, 9 § of the company’s Articles of Association would be amended to read as follows:
“9 § The General Meeting shall be held in Helsinki or Espoo. The Board may decide that the General Meeting is arranged without a meeting venue in a manner where shareholders exercise their full decision-making powers in real time during the General Meeting using telecommunications and technical means (virtual meeting).
In order to exercise his right to speak and vote at the General Meeting, a shareholder must register in the manner specified in the invitation to the meeting. The closing date for registration shall be no sooner than ten days before the meeting.”
18. Closing of the meetingB. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The aforementioned proposals of the Shareholders’ Nomination Board and the Board of Directors relating to the agenda of the Annual General Meeting, this notice and the company’s Remuneration Report for Governing Bodies 2022 will be available on the company’s website at www.aspocomp.com/agm starting from March 16, 2023. The annual report of the company for the year 2022, 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 28, 2023. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request
The minutes of the Annual General Meeting will be available at www.aspocomp.com/agm no later than May 4, 2023.C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. The right to participate and registration
Each shareholder, who on the record date of the Annual General Meeting, April 6, 2023, is registered in the shareholders’ register of the company held by Euroclear Finland Ltd., 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.
A shareholder, that is registered in the shareholders’ register of the company, who wants to participate in the Annual General Meeting, shall register for the meeting within the period March 16, 2023 – April 17, 2023. The registration must be available at the company at the latest on Monday, April 17, 2023, by 10 a.m. (EET). Such notice can be given:
a) via Aspocomp’s website at https://aspocomp.com/investors/governance/agm/
Electronic registration requires strong identification of the shareholder or his/her representative or proxy with Finnish or Swedish bank IDs or mobile certificate.,
b) by e-mail at the address agm@innovatics.fi,
c) by telephone at number +358 10 2818 909 on weekdays between 9 a.m.-12 p.m. and 1-4 p.m. (EET), or
d) by regular mail to Innovatics Oy, Yhtiökokous/ Aspocomp Group Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.
In connection with the registration a shareholder shall provide requested information, such as his/her/its name, personal identification number of Business ID, address, telephone number, email address and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Aspocomp Group Plc. or Innovatics Oy is used only in connection with the Annual General Meeting and 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 Annual General Meeting by virtue of shares based on which he/she/it on the record date of the meeting, i.e. on April 6, 2023, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. 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 Ltd. at the latest on April 17, 2023, by 10.00 a.m. (EET). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
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 voting instructions and registration for the Annual General Meeting from his/her/its custodian bank. The account manager of the custodian 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 on April 17, 2023, by 10.00 a.m. (EET).
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her/its rights at the meeting by way of proxy representation.
A proxy representative shall produce 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 Annual General 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.
A proxy representative may deliver the duly completed and signed proxy documents, primarily as attachments in connection with electronic registration, or by post to the address Innovatics Oy, Annual General Meeting / Aspocomp Group Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by e-mail to agm@innovatics.fi before the deadline for delivering the notice of participation on April 17, 2023, by 10.00 a.m. (EET), by which time the documents must be received. In addition to the delivery of proxy representative shall register for the Annual General Meeting as described in this notice. Shareholders that are legal entities may also, as an alternative to traditional proxy documents, use the electronic Suomi.fi authorisation service for authorising their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic “Representation at the General Meeting”). In the general meeting service, authorised representatives shall identify themselves through strong electronic authentication and register on behalf of the shareholder they represent. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/eauthorizations.
Proxy template is available at the company’s website www.aspocomp.com/agm.
4. Other instructions and information
Pursuant to Chapter 5 Section 25 of the Finnish 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 handled at the meeting.
Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
On the date of the notice to the Annual General Meeting, March 16, 2023, 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 16, 2023
ASPOCOMP GROUP PLC.
THE BOARD OF DIRECTORSFor 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
*Attachment*
· Aspocomp Notice to AGM 2023