Notice to the Annual General Meeting of Aspocomp Group Plc.

Aspocomp Group Plc., Stock Exchange Release, February 26, 2025, at 9:30 a.m. Finnish time


Notice is given to the shareholders of Aspocomp Group Plc. to the Annual General Meeting to be held on Tuesday, April 29, 2025, 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).


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 2024

- Review by the CEO

The annual report of the company for the year 2024, 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 on week 11.

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 no dividend will be paid for the fiscal year January 1- December 31, 2024.

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

10. Presentation of the Remuneration Report 2024 for the 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 2024. The resolution concerning approval of the Remuneration Report is advisory in nature.

The remuneration report is available on the company’s website www.aspocomp.com/agm.

11. Presentation of the Remuneration Policy for the company’s governing bodies

The current Remuneration Policy has been approved at the Annual General Meeting on April 18, 2024. The Remuneration Policy shall be presented to the General Meeting at least once every four years, or whenever substantial changes are made to it.

The Board of Directors proposes to the Annual General Meeting that it would approve the Remuneration Policy for the company’s governing bodies. The resolution concerning approval of the Remuneration Policy is advisory in nature.

The Remuneration Policy for the company’s governing bodies is attached to this notice to the Annual General Meeting and on the company’s website at www.aspocomp.com/agm.

12. 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. The Nomination Board further proposes that earning-related pension insurance contributions are paid voluntarily for the paid remuneration.

13. 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.

14. 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 Mr. Anssi Korhonen and Mr. Ville Vuori be re-elected as members to the Board of Directors and Ms. Jenni Enroth and Kaisa Kokkonen be elected as new members of 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.

Presentation of the proposed new members of the Board of Directors Jenni Enroth and Kaisa Kokkonen are attached to this notice to the Annual General Meeting. The proposed current members of the Board of Directors are presented on Aspocomp’s website www.aspocomp.com.

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.

15. 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.

16. Election of the auditor

The Board of Directors proposes to the Annual General Meeting that Ernst & Young Oy, Authorized Public Accountants be elected as the company's auditor. Ernst & Young Oy has notified that Ms. Erika Grönlund, 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.

17. Authorizing the Board of Directors to decide on issuance of shares, 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 issuance of shares and of options and other special rights entitling to shares. The authorization concerns both the issuance of new shares as well as treasury 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 revokes the authorization given by the General Meeting on April 18, 2024, 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, 2026.

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, the company’s Remuneration Report for governing bodies 2024 and the Remuneration Policy for the company’s governing bodies are available on the company’s website at www.aspocomp.com/agm. The annual report of the company for the year 2024, 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 on week 11. 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 13, 2025.


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 15, 2025, 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 February 26, 2025 – April 24, 2025. The registration must be available at the company at the latest on Thursday, April 24, 2025, by 10 a.m. (Finnish time). 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, Swedish or Danish bank IDs or mobile certificate,

b) by e-mail at the address agm@innovatics.fi
Shareholders registering by e-mail shall submit the registration form available on the company's website https://aspocomp.com/investors/governance/agm/ or equivalent information to it,

c) by telephone at number +358 10 2818 909 on weekdays between 9 a.m.-12 p.m. and 1-4 p.m. (Finnish time), or

d) by regular mail to Innovatics Oy, General Meeting/ Aspocomp Group Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. Shareholders registering by e-mail shall submit the registration form available on the company's website https://aspocomp.com/investors/governance/agm/or equivalent information to it.

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 and/or email address and the name of a possible assistant or proxy representative and the date of birth, phone number and/or email address 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.

The shareholder and their representative or proxy must be able to prove their identity and/or right of representation at the meeting.

Further information on registration is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00a.m. to 12:00 p.m. and from 1:00 p.m. to 4:00 p.m.

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 15, 2025, 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 24, 2025, 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 24, 2025, by 10.00 a.m. (Finnish time).

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. The proxy representative must authenticate to the electronic registration service personally with strong authentication, after which they will be able to register on behalf of the shareholder, who they represent. 

A proxy representative shall produce a dated power of attorney 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 power of attorney, primarily as an attachment 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 24, 2025, by 10.00 a.m. (Finnish time), by which time the documents must be received. In addition to the delivery of power of attorney, a shareholder or their proxy representative shall register for the Annual General Meeting as described in this notice.

Shareholders may also, as an alternative a to traditional power of attorney, use the electronic Suomi.fi e-Authorizations 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.

A template for power of attorney 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.

The meeting language is Finnish.

On the date of the notice to the Annual General Meeting, February 26, 2025, 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, February 26, 2025

ASPOCOMP GROUP PLC.
THE BOARD OF DIRECTORS


For further information, please contact Manu Skyttä, CEO,
tel. +358 400 999 822, manu.skytta(at)aspocomp.com.

ASPOCOMP GROUP PLC.

Manu Skyttä
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