Notice of the Annual General Meeting of Shareholders of Nixu Corporation
Notice is hereby given to the shareholders of Nixu Corporation to attend the Annual General Meeting of Shareholders to be held on Tuesday, April 19, 2022, beginning at 4:00 PM EEST at Life Science Center at the following address: Keilaranta 14, 02150 Espoo, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will begin at 3:00 PM EEST. Coffee will be served prior to the meeting.
The shareholders and their representatives who have registered for the Annual General Meeting may alternatively follow the Annual General Meeting as a live webcast. The shareholders who follow the meeting in such a way are not considered to be participating in the Annual General Meeting and consequently they do not have inter alia the right to vote and ask questions during the Annual General Meeting and they are not recorded as being present at the Annual General Meeting. A link for following the Annual General Meeting will be sent to the email address and/or mobile number provided in connection with the registration for the meeting.
A. Matters on the agenda of the Annual General Meeting
At the general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting the 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 Financial Statements, Report of the Board of Directors and Auditor's Report for the year 2021
· Presentation of the CEO’s Review
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the Balance Sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that, based on the balance sheet to be adopted for the financial year of January 1 to December 31, 2021, the profit of the company for the financial year, EUR 168,156.86, shall be transferred to the retained earnings / loss account and that no dividend shall be paid to the shareholders of the company.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of the Remuneration Report for Governing Bodies
The company’s Remuneration Report for the Governing Bodies has been published in the Annual Report 2021 by stock exchange release on February 17, 2022 and is available on the company’s website at https://www.nixu.com/investors/nixu-agm-2022.
The Annual General Meeting shall adopt a resolution on the approval of the Remuneration Report. The resolution on the Remuneration Report is advisory in accordance with Chapter 5, Section 3 b of the Finnish Limited Liability Companies Act.
11. Resolution on the remuneration of the members of the Board of Directors
Shareholders representing approximately 23% of the outstanding shares and votes in the company have notified the Board of Directors of Nixu Corporation that they will propose to the Annual General Meeting of 2022 that the remunerations of the members of the Board of Directors, for the term starting from the end of the Annual General Meeting of 2022 and ending at the end of the Annual General Meeting of 2023, 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 resolving on remunerations. 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.
12. Resolution on the number of members of the Board of Directors
Shareholders representing approximately 23% of the outstanding shares and votes in the company have notified the Board of Directors that they will propose to the Annual General Meeting that the number of members of the Board of Directors would be five (5).
13. Election of the members and the Chairman of the Board of Directors
Shareholders representing approximately 23% of the outstanding shares and votes in the company have notified the Board of Directors that they will propose to the Annual General Meeting that, until the end of the next Annual General Meeting to be held in 2023, the following current members of the Board of Directors would be re-elected: Kati Hagros, Marko Kauppi, Jari Niska and Anders Silwer, and that Joakim Karske would be elected as a new member of the Board of Directors. In addition, the shareholders in question propose that Jari Niska is elected as the Chairman of the Board of Directors.
The independence assessments for each current member of the Board of Directors are available on the company’s website at https://www.nixu.com/investors/board-directors.
Introduction of the proposed new member of the Board of Directors is available on the company’s website at https://www.nixu.com/investors/nixu-agm-2022. Joakim Karske is considered independent of the company and the company’s major shareholders.
All the nominees have given their consent for the position.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting in accordance with the recommendation of the Audit Committee of the Board of Directors that the remuneration of the auditor to be elected shall be paid according to a reasonable invoice of the auditor.
15. Election of the auditor
The Board of Directors proposes to the Annual General Meeting in accordance with the recommendation of the Audit Committee of the Board of Directors that the audit firm PricewaterhouseCoopers Oy shall be re-elected as the auditor of the company for the Financial Year 2022. PricewaterhouseCoopers Oy has announced that Mrs. Enel Sintonen, Authorized Public Accountant, would act as the auditor in charge.
16. Authorizing the Board of Directors to resolve on the repurchase of the company’s own shares
The Board of Directors proposes that the Annual General Meeting resolves 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 proposed amount corresponds to approximately ten (10) per cent of all the shares in the company on the date of the notice, taking into account the company's own shares already held by the company. Repurchases under the authorization are proposed to be 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 shares to be repurchased shall be based on the market price.
The authorization shall also entitle 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 is proposed to remain in force until the end of the next Annual General Meeting, however, until June 30, 2023 at the latest, and it would replace the previously granted authorization regarding the repurchase of the company’s own shares.
17. 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 Board of Directors proposes that the Annual General Meeting resolves 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 proposed 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 is proposed to remain in force until the end of the next Annual General Meeting, however, until June 30, 2023 at the latest, and it would replace the previously granted authorizations to resolve on the issuance of shares and special rights entitling to shares.
18. Closing of the meeting
B. Documents of the Annual General Meeting
The above-mentioned proposals for the resolutions on the matters on the agenda of the Annual General Meeting and this notice of the Annual General Meeting are available on the company’s website at https://www.nixu.com/investors/nixu-agm-2022. Nixu Corporation’s Financial Statements, Report of the Board of Directors and the Auditor’s Report as well as the Remuneration Policy and Remuneration Report are available on the above-mentioned website on March 29, 2022 at the latest. The documents will also be available at the Annual General Meeting, and copies of them and this notice will be sent to shareholders by request. The minutes of the Annual General Meeting will be available on the above-mentioned website no later than May 3, 2022.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered in the shareholders’ register of the company held by Euroclear Finland Ltd. no later than April 5, 2022, has the right to attend the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder registered in the shareholders’ register of the company, who wants to attend the Annual General Meeting, shall register for the Annual General Meeting no later than April 11, 2022 at 10:00 AM EEST by giving a prior notice of participation which shall be received by the company no later than at the above-mentioned time.
Shareholders can register for the Annual General Meeting:
· online at https://www.nixu.com/investors/nixu-agm-2022
· by email at agm@innovatics.fi
· by mail addressed to Innovatics Oy, Annual General Meeting / Nixu Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland
In connection with the registration, shareholders shall provide their name, address, date of birth or business ID, contact information and the name of an assistant or proxy representative, if applicable, and the date of birth of the proxy representative. The personal data provided by shareholders to Nixu Corporation and Innovatics Oy is only processed in connection with the Annual General Meeting and the registrations necessary for the Annual General Meeting. Shareholders, their representatives, or proxy representatives present at the meeting shall, when required, be able to prove their identity and/or right of representation.
Additional information on technical questions regarding the registration is available from Innovatics Oy during the registration period of the Annual General Meeting by telephone at +358 10 2818 909 from Monday to Friday during 9:00 AM until 12:00 noon and from 1:00 PM until 4:00 PM EEST.
It is also possible to follow the Annual General Meeting as a live webcast. The shareholders who follow the meeting in such a way are not considered to be participating in the Annual General Meeting and consequently they do not have inter alia the right to vote and ask questions during the Annual General Meeting and they are not recorded as being present at the Annual General Meeting. In order to follow the Annual General Meeting, it is also necessary to registered in one of the ways set out above, primarily online, so that the link for following the Annual General Meeting can be sent to the shareholder or his/her representative.
If a shareholder only registers for following the meeting via the live webcast, the shareholder or his/her representative may not attend the Annual General Meeting at the meeting venue in such a way that he/she would be recorded as being present at the Annual General Meeting, i.e. he/she cannot exercise inter alia the right to vote and ask questions during the Annual General Meeting.
The link for following the Annual General Meeting will be sent to everyone who has registered. A shareholder or his/her representative who has registered as participating at the meeting venue can therefore follow the meeting via the live webcast should an obstacle arise but, notwithstanding his/her registration, such shareholder is not considered to be participating in the Annual General Meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to attend the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the general meeting, April 5, 2022, would be entitled to be registered in the shareholders’ register of the company maintained by Euroclear Finland Ltd. The right to attend the general meeting requires in addition that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register maintained by Euroclear Finland Ltd. at the latest by 10:00 AM EEST on April 12, 2022. 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.
Holders of nominee registered shares are advised to request well in advance that their custodian bank provides the necessary instructions concerning the temporary registration in the shareholder’s register of the company, the issuing of proxy documents, and registration for the general meeting. The account management organization of the custodian bank has to temporarily register a holder of nominee registered shares, who wants to attend the Annual General Meeting, into the shareholders’ register of the company at the latest by the time stated above.
Further information on these matters can also be found on the company’s website https://www.nixu.com/investors/nixu-agm-2022.
3. Use of a proxy representative and powers of attorney
Shareholders have the right to participate in the Annual General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative shall present a dated proxy document or otherwise be able to verify, in a reliable manner, his/her right to represent the shareholder at the general meeting. Right of representation may be demonstrated by using the suomi.fi e-Authorisations service which is in use in the online registration service. If a shareholder participates in the 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 general meeting.
Possible proxy documents should be delivered primarily as an attachment in connection with the online registration or alternatively by email to agm@innovatics.fi or as originals by regular mail to Innovatics Oy, Annual General Meeting / Nixu Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland no later than the end of the registration period, 10:00 AM EEST on April 11, 2022, by which time the proxy documents must have arrived.
4. Other information
Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, shareholders present at the Annual General Meeting, who have registered as participating in the Annual General Meeting at the meeting venue, have the right to request information on the matters to be considered at the Annual General Meeting.
On the date of this Notice, March 25, 2022, Nixu Corporation has a total of 7,425,219 shares and votes. The company or its subsidiaries own 1,526 shares in the company without voting rights at the general meeting.
In Espoo, on March 25, 2022
NIXU CORPORATION
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.