Notice to the Annual General Meeting of Aspocomp Group Plc
March 16 2023 - 2:30AM
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
meeting B. 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 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 Notice to AGM 2023
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