Notice to the Annual General Meeting of Aspocomp Group Plc
March 14 2024 - 3:30AM
UK Regulatory
Notice to the Annual General Meeting of Aspocomp Group Plc
Aspocomp Group Plc., Stock Exchange Release, March 14, 2024, 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 Thursday, April 18, 2024, 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 2023
- Review by the CEO
The annual report of the company for the year 2023, 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 27, 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
no dividend be paid for the fiscal year January 1- December 31,
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 2023 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 2023. 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 9 June 2020. 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 proposed
Remuneration Policy has been updated so that, if the General
Meeting has resolved to establish a Shareholder’s Nomination Board,
prepares the Shareholder’s Nomination Board proposals for the
composition of the Board of Directors and their remuneration to be
submitted to the Annual General Meeting.
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 five (5) 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 Ms.
Päivi Marttila, Ms. Kaarina Muurinen, Mr. Jukka Huuskonen and Mr.
Anssi Korhonen be re-elected as members to the Board of Directors
and Mr. Ville Vuori be elected as a new member 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 member of the Board of Directors
Ville Vuori is 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.
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.
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 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.
The proposal of the Board of Directors is based on a competitive
tendering process concerning the company’s auditing services. As a
result of the competitive tendering process, the company received
offers from three (3) auditing firms. According to the assessment
of the Board of Directors, Ernst & Young Oy best meets the
selection criteria defined in advance in the invitation to
tender.
17. 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 20, 2023, 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, 2025.
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 2023 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
2023, 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 27, 2024. 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 2, 2024.
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 8, 2024, 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 14,
2024 – April 15, 2024. The registration must be available at the
company at the latest on Monday, April 15, 2024, 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,
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.
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, email address and the name
of a possible assistant or proxy representative and the date of
birth 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.
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 8, 2024,
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 15, 2024, 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 15, 2024, 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.
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
15, 2024, by 10.00 a.m. (Finnish time), by which time the documents
must be received. In addition to the delivery of proxy documents, a
shareholder or their 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 14,
2024, 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 14, 2024
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 2024
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