Annual General Meeting

Annual General Meeting 2024

Aspocomp Group Plc’s Annual General Meeting will be held on Thursday, April 18, 2024, at 10 a.m. (Finnish time), 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. (Finnish time).

Each shareholder, who on the record date of the Annual General Meeting, April 8, 2024, 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.

The right to participate and registration

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 14, 2024 – April 15, 2024. The registration must be available at the company at the latest on Monday, April 15, 2024, by 10 a.m. (Finnish time).

Such notice can be given:

a) on this website (link below):

https://ir1.innovatics.fi/ir/en/aspocomp/Agm/Registration/2024_1/Accept


Electronic registration requires strong identification of the shareholder or his/her representative or proxy with Finnish, Swedish or Danish 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, General Meeting / 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, date of birth or Business ID, address, telephone number, email address and the name of a possible assistant or proxy representative and the date of birth 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.

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 8, 2024, 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 15, 2024, by 10.00 a.m. (Finnish time). 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. 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 15, 2024, by 10.00 a.m. (Finnish time).

Proxy representative and powers of attorney

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 15, 2024, by 10.00 a.m. (Finnish time), by which time the documents must be received. In addition to the delivery of proxy documents, a shareholder or their 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.

Documents

 

General Meeting

The Annual General Meeting (AGM) is Aspocomp’s highest decision-making body. Aspocomp’s AGM will be held each year on the day determined by the Board, but no later than the end of June. The AGM decides on matters as required in the provisions of the Companies Act, such as adoption of the year-end financial statements, the use of the profits shown in the balance sheet, and the granting of discharge from liability to the members of the Board of Directors and to the President and CEO, and possible changes in the company’s Articles of Association. The AGM also elects the members of the Board of Directors and the auditors and decides on their remuneration. The Shareholder’s Nomination Board is responsible for preparing and presenting to the Annual General Meeting and, where appropriate, to the Extraordinary General Meeting, proposals regarding the number and remuneration of the members of the Board of Directors as well as a proposal regarding its composition.

The agenda of an AGM may include proposals by the Board of Directors on matters to be resolved by a shareholders’ meeting in accordance with the Finnish Companies Act.  Such matters may also be resolved by an Extraordinary General Meeting that is convened by the Board of Directors for this purpose.

Notice of the General Meeting

Aspocomp publishes invitations to its General Meetings as stock exchange releases, as well as on its website, together with the documents and draft resolutions to be submitted to the General Meeting as well as the names of those proposed for election as Board members and auditors. The invitation to the General Meeting contains the proposed agenda for the meeting. Furthermore, the notice of meeting will be published in part or in full, when so decided by the Board of Directors, in one wide-circulation newspaper specified by the Board. According to the Articles of Association, the notice of meeting shall be published no earlier than three months and no later than three weeks before a General Meeting, and in any case no later than nine days before the record date of the General Meeting.

Shareholders’ rights

Each shareholder shall have the right to participate in a General Meeting, following the instructions set out in the notice of meeting. A shareholder can participate in a General Meeting either in person or through a proxy. Each share entitles its holder to one vote.

Shareholders have the right to add items falling within the competence of the Annual General Meeting to the meeting’s agenda. The request must be submitted in writing to the Board of Directors well in advance of the meeting so that the item can be added to the notice of meeting. The company shall, well in advance, disclose on its website the date by which a shareholder shall notify Aspocomp’s Board of Directors of an issue that she or he demands to be included in the agenda of the Annual General Meeting.

Aspocomp seeks to ensure that all Board members, the auditor and the President and CEO are present at the General Meeting, so that the shareholders have the opportunity to exercise their right to ask questions about the issues on the agenda.

Minutes of the General Meeting

Minutes of the General Meeting, including the voting results, are available within two weeks of the meeting on Aspocomp’s website.

Annual General meeting archive

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