Notice to the Annual General Meeting of Aspocomp Group Plc.
March 10 2022 - 2:30AM
Notice to the Annual General Meeting of Aspocomp Group Plc.
Aspocomp Group Plc., Stock Exchange Release, March 10, 2022 at
9:30 a.m.
Notice is given to the shareholders of Aspocomp Group Plc. to
the Annual General Meeting to be held on Tuesday, April 26, 2022 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 2021 -
Review by the CEO 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 0.15 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 28, 2022. The Board of Directors proposes that
the dividend will be paid on May 5, 2022. 9. Resolution on the
discharge from liability of the members of the Board of Directors
and the CEO 10. Presentation of the remuneration report 2021 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 2021. 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 10, 2022. 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, 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. 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 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 13, 2021, 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, 2023. 17.
Establishment of Shareholders’ Nomination Board The Board of
Directors proposes to the Annual General Meeting, based on a
request by the significant shareholders of the company, that a
Shareholders’ Nomination Board would be established to the company
to prepare proposals concerning the composition and remuneration of
the Board of Directors to the General Meeting. The Nomination Board
shall serve until further notice until the General Meeting decides
otherwise. The Board of Directors further proposes that the Annual
General Meeting would adopt the Rules of Procedure for the
Shareholders’ Nomination Board attached to this notice. Each of the
three largest shareholders of the company shall have the right to
appoint a member of the Shareholders’ Nomination Board in
accordance with the appointment procedure set out in the Rules of
Procedure. The chairman of the Board of Directors shall serve as an
expert member of the Shareholders’ Nomination Board unless he/she
is appointed as an ordinary member of the Nomination Board. 18.
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, this notice, the
company’s Remuneration Report for Governing Bodies 2021, and the
Rules of Procedure for the Shareholders’ Nomination Board will be
available on the company’s website at www.aspocomp.com/agm starting
from March 10, 2022. The annual report of the company for the year
2021, 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 22, 2022. 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 10, 2022. C. INSTRUCTIONS FOR THE PARTICIPANTS IN
THE ANNUAL GENERAL MEETING 1. The right to participate and
registration Each shareholder who is registered on April 12, 2022,
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, who wants
to participate in the Annual General Meeting, shall register for
the meeting within the period March 10, 2022 – April 21, 2022. The
registration must be available at the company at the latest on
Thursday, April 21, 2022, by 10 a.m. (EET). Such notice can be
given: a) by e-mail at the address yhtiokokous(at)aspocomp.com, b)
by telephone at number +358 40 480 3965 on weekdays between 8 a.m.
and 4 p.m. (EET), or c) by regular mail to Aspocomp Group Plc.,
Keilaranta 1, 02150 Espoo, Finland. In connection with the
registration a shareholder shall notify his/her/its name, personal
identification number, 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 Aspocomp Group Plc. 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 12, 2022, 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 21, 2022, 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 meeting or the number of voting rights held in
the 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 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 on April 21, 2022, 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. Possible proxy documents should be delivered in
originals to Aspocomp Group Plc., Keilaranta 1, 02150 Espoo,
Finland before the end of the registration period. 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. On the date of
the notice to the Annual General Meeting, March 10, 2022, 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, 2022 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
- Aspocomp Group Plc - Rules of Procedure for the shareholders'
Nomination Board
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