Resolutions of Nixu Corporation’s Annual General Meeting and the organizing meeting of the Board of Directors
Nixu Corporation’s Annual General Meeting of Shareholders was held today, April 19, 2022 in Espoo, Finland.
A. Resolutions of the Annual General Meeting
1. Financial Statements, Board of Directors and auditor
The Annual General Meeting resolved to adopt the Financial Statements of the company and the Consolidated Financial Statements. The members of the Board of Directors and the Chief Executive Officer and the Deputy Chief Executive Officer were discharged from liability for the financial year of 1 January to 31 December 2021.
The Annual General Meeting resolved that the number of members of the Board of Directors is five (5) and re-elected the following current members of the Board of Directors as members of the Board of Directors until the end of the next Annual General Meeting: Kati Hagros, Marko Kauppi, Jari Niska and Anders Silwer. Joakim Karske was elected as a new member of the Board of Directors. The Annual General Meeting resolved to elect Jari Niska as the Chairman of the Board of Directors.
The Annual General Meeting resolved that the remuneration of the members of the Board of Directors shall be paid as follows: The Chairman of the Board of Directors shall be paid a total of EUR 48,000 as a fixed annual remuneration, the Deputy Chairman of the Board of Directors shall be paid a total of EUR 33,000 as a fixed annual remuneration, and other members of the Board of Directors shall be paid a total of EUR 22,000 as a fixed annual remuneration.
In addition to the annual remunerations mentioned above, a meeting specific remuneration of EUR 300 shall be paid in cash for attendance in person at a meeting held outside of the member’s country of residence.
30% of the fixed annual remunerations mentioned above shall be paid in Nixu Corporation’s shares repurchased from the marketplace and 70% in cash. The shares shall be repurchased by the company from the marketplace directly for each member of the Board of Directors within approximately 30 days after the end of the General Meeting. The company pays the possible transfer tax in relation to the share repurchases. If shares cannot be repurchased by the company from the marketplace and thus the remunerations cannot be paid in full at said time due to insider regulation or another justified reason, the remaining part of the shares shall be repurchased by the company from the marketplace within approximately 30 days from the release of the Half-Year Financial Report of Nixu Corporation for the financial period of January 1 to June 30, 2022. In case the remunerations cannot be repurchased by the company from the marketplace in full at either of the times mentioned above, the company shall pay the remaining part of the fixed annual remunerations in cash. Shares received as a part of the fixed annual remunerations cannot be transferred by any of the members of the Board of Directors during the term commencing at the end of the Annual General Meeting of 2022 and expiring at the end of the Annual General Meeting of 2023.
In addition, as a remuneration for the work in the Audit Committee, the members of the Board of Directors shall be paid as follows: The Chair of the Audit Committee shall be paid in cash a fixed annual remuneration of EUR 4,000, and other members of the Audit Committee shall be paid in cash a fixed annual remuneration of EUR 2,000. As a remuneration for the work in the Personnel and Remuneration Committee, the members of the Board of Directors shall be paid as follows: The Chair of the Committee shall be paid in cash a fixed annual remuneration of EUR 2,000, and other members of the Committee shall be paid in cash a fixed annual remuneration of EUR 1,000. In addition, travel expenses of the members of the Board of Directors shall be reimbursed in accordance with the company’s travel policy.
The Annual General Meeting resolved to re-elect the audit firm PricewaterhouseCoopers Oy as the auditor of the company. PricewaterhouseCoopers Oy has announced that Enel Sintonen, Authorized Public Accountant, acts as the auditor in charge. The Annual General Meeting resolved that the remuneration of the auditor shall be paid according to a reasonable invoice of the auditor.
2. Resolution on the use of the profit shown on the Balance Sheet and the payment of dividend
The Annual General Meeting resolved, according to the proposal of the Board of Directors, that the profit shown on the balance sheet of the company for the financial year of 1 January to 31 December 2021 adopted by the Annual General Meeting, EUR 168,156.86, is transferred to the retained earnings / loss account and that no dividend is paid to the shareholders of the company.
3. Handling of the Remuneration Report for Governing Bodies
The Annual General Meeting resolved to approve of the Remuneration Report for Governing Bodies. The resolution is advisory.
4. Authorizing the Board of Directors to resolve on the repurchase of the company’s own shares
The Annual General Meeting resolved to authorize the Board of Directors to resolve on the repurchase of the company’s own shares in one or several instalments as follows:
Up to 720,110 shares can be repurchased using funds belonging to the unrestricted equity of the company. The amount corresponds to approximately ten (10) per cent of all the shares in the company on the date of the notice of the Annual General Meeting, taking into account the company's own shares already held by the company. Repurchases under the authorization are carried out on a marketplace of which rules allow the company to trade with its own shares. The shares shall be repurchased through public trading on the marketplaces where the shares in the company are admitted to public trading. The consideration for the repurchased shares shall be based on the market price.
The authorization also entitles the Board of Directors to resolve on a repurchase of shares otherwise than in proportion to the shares owned by the shareholders (directed acquisition). In such event, there must exist a weighty financial reason for the company for the repurchase of its own shares.
The shares may be repurchased to implement arrangements in relation to the company’s business operations, to implement the company's share-based incentive programs or to be otherwise transferred or cancelled. In addition, the company can repurchase shares from the marketplace for a member of the Board of Directors in order to pay the remunerations of the members of the Board of Directors, either in whole or in part. The repurchased shares can also be held by the company itself.
The Board of Directors is authorized to resolve on all other conditions and matters related to the repurchase of the company’s own shares. The repurchase of the company’s own shares will reduce the unrestricted equity of the company.
The authorization remains in force until the end of the next Annual General Meeting, however, until June 30, 2023 at the latest, and it replaces the previously granted authorization regarding the repurchase of the company’s own shares.
5. Authorizing the Board of Directors to resolve on the issuance of shares and the issuance of special rights entitling to shares and the disposal of the company’s own shares
The Annual General Meeting resolved to authorize the Board of Directors to resolve on the issuance of new shares through a share issue or the issuance of special rights entitling to shares, referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, and/or disposal of the company’s own shares held by the company as follows:
The Board of Directors may, in one or more tranches, issue new shares or special rights entitling to shares in accordance with Chapter 10, Section 1 of the Finnish Limited Liability Companies Act and dispose treasury shares. The total number of shares to be issued under the authorization may not exceed 1,485,000. The authorization includes the right to resolve to issue either new shares or to transfer treasury shares either against payment or without consideration.
New shares or treasury shares may be issued in deviation from the shareholder’s pre-emptive rights, if there exists a weighty financial reason for the company to implement such directed share issue or, in the case of an issue without consideration, an especially weighty financial reason for it, both for the company and with regard to the interests of all the shareholders of the company.
The Board of Directors is authorized to resolve on all other conditions and matters related to the issuance of shares, option rights and other special rights entitling to shares as well as the disposal of treasury shares.
The authorization may be exercised inter alia to develop the capital structure, to expand the ownership base, for the payment of consideration in transactions, when acquiring assets related to the company’s business operations and to implement incentive programs so that the shares would be issued directly to the employees and CEOs of the company and its subsidiaries. The maximum number of shares corresponds to approximately 20 per cent of all the registered shares in the company and out of this authorization, number of shares corresponding up to 5 per cent of all the registered shares in the company can be used as an incentive for the personnel.
The authorization remains in force until the end of the next Annual General Meeting, however, until June 30, 2023 at the latest, and it replaces the previously granted authorizations to resolve on the issuance of shares and special rights entitling to shares.
B. Resolutions of the organizing meeting of the Board of Directors
At the organizing meeting, held after the Annual General Meeting on April 19, 2022, the Board of Directors elected Marko Kauppi as the Deputy Chairman of the Board.
The Board of Directors elected Kati Hagros as the Chair and Joakim Karske and Jari Niska as members of the Personnel and Remuneration Committee.
In addition, the Board of Directors elected Marko Kauppi as the Chair and Jari Niska and Anders Silwer as members of the Audit Committee.
Nixu Corporation
The Board of Directors
Further information:
Interim CEO Valtteri Peltomäki, Nixu Corporation
Telephone: +358 40 704 08 08, e-mail: valtteri.peltomaki@nixu.com
Distribution:
Nasdaq Helsinki Ltd
Main media
www.nixu.com
Nixu in Brief:
Nixu is a cybersecurity services company on a mission to keep the digital society running. Our passion is to help organizations embrace digitalization securely. Partnering with our clients we provide practical solutions for ensuring business continuity, an easy access to digital services and data protection. We aim to provide the best workplace to our team of about 400 cybersecurity professionals with a hands-on attitude. With Nordic roots we serve enterprise clients worldwide. Nixu shares are listed on the Nasdaq Helsinki stock exchange.
www.nixu.com