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|Extra Bolagsstämma 2021
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|First North Finland
Nanoform Finland Plc
March 15, 2023
15:00 Finnish time / 14:00 Swedish time
Notice to the Annual General Meeting of NANOFORM FINLAND Plc
The shareholders of Nanoform Finland Plc (the "Company") (business ID: 2730572-8) are hereby invited to the Annual General Meeting to be held on Wednesday 12 April 2023 (EET) at 10:00am at Viikinkaari 4, FI-00790 Helsinki, Finland (meeting room 105, 1. floor) ("AGM").
A. Agenda of the General Meeting
The following matters will be considered at the Annual General Meeting:
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 Financial Statements and the Auditor's Report for the year 2022
The Annual Report, including financial statements, consolidated financial statements, report of the Board of Directors and the auditor's report, which have been published by the Company on 28 February 2023 are available on the Company`s website at www.nanoform.com .
7. Adoption of the Financial Statements
8. Measures required by the profit or loss according to the adopted balance sheet
The Board of Directors proposes that based on the balance sheet to be adopted for the financial period ended on 31 December 2022 no dividend is distributed by a resolution of the Annual General Meeting.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Addressing the Remuneration Report
The Remuneration Report for 2022 is presented. The Report can be found on the Company's website at www.nanoform.com/en/remuneration/.
11. Resolution on the remuneration of the members of the Board of DirectorsThe Board of Directors proposes that the monthly remuneration payable to the members of the Board of Directors to be elected at the Annual General Meeting for the term until the end of the Annual General Meeting in 2024 be as follows:
- EUR 8,000 per month for the Chairman of the Board of Directors;
- EUR 5,000 per month for the other members of the Board of Directors;
- EUR 2,500 per month for the Chairman of the Audit and Compensation Committee; and
- EUR 1,500 per month for the other members of the Audit and Compensation Committee.
The remuneration will be paid in four (4) instalments during the term, each instalment after the publication of the respective interim report for the periods 1 January 2023 - 31 March 2023, 1 April 2023 - 30 June 2023, 1 July 2023 - 30 September 2023, 1 October 2023 - 31 December 2023.
Each board member has undertaken to use approximately 50% of the aforementioned remuneration to purchase shares in the Company within two weeks from the publication of the aforementioned interim reports, or as soon as possible in accordance with applicable legislation.
The travel expenses of the members of the Board of Directors are compensated in accordance with the Company's travel rules.
12. Resolution on the number of members of the Board of Directors
The Board of Directors proposes that the number of members of the Board of Directors would be confirmed to four (4).
13. Election of members of the Board of Directors
The Board of Directors proposes that Miguel Calado (chairperson), Mads Laustsen (ordinary member), Jeanne Thoma (ordinary member) and Albert Hæggström (ordinary member) be elected as the members of the Board of Directors.
The aforementioned candidates have given their consent for election. Information on the candidates for Directors of the Board is available at the Company's website https://nanoform.com/en/board-of-directors-corporate-governance/.
14. Resolution on the remuneration of the Auditor
The Board of Directors proposes that the auditor be remunerated and the travel expenses would be compensated as per reasonable invoice approved by the Company.
15. Election of the Auditor
The Board of Directors proposes that PricewaterhouseCoopers Oy with Tomi Moisio as the auditor in charge would continue as the auditor of the Company in accordance with the consent given.
16. Authorising the Board of Directors to resolve upon the repurchase of the Company's own shares
The Board of Directors proposes to the AGM that the Board of Directors be authorised to decide on the repurchase of Nanoform Finland Plc shares as follows:
The amount of shares to be repurchased shall not exceed 7,700,000 shares, which corresponds to approximately 9.8 % of all shares in the Company. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own shares can be repurchased using the unrestricted equity of the Company at a price formed in public trading on the date of the repurchase or otherwise at a price determined by the markets.
The repurchased shares may be held for reissue, cancelled or transferred further.
The Board of Directors decides on all other matters related to the repurchase of own shares. The authorisation is effective until the beginning of the next Annual General Meeting.
17. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the resolutions on the matters on the agenda of the Annual General Meeting set out above and this notice as well as Nanoform Finland Plc's financial statements, the report of the Board of Directors, the auditor's report, remuneration report and corporate governance statement for 2022 are available on Nanoform Finland Plc's website nanoform.com/en/section/corporate-governance/general-meetings/ no later than on Monday 20 March 2023. Copies of these documents and of this notice will be sent to shareholders upon request.
The minutes of the meeting are available on the Company's website nanoform.com/en/section/corporate-governance/general-meetings/ as of Wednesday 26 April 2023.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on the record date of the general meeting, i.e. Wednesday 29 March 2023 in the shareholders' register of the Company held by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her/its personal Finnish book-entry account, is registered in the shareholders' register of the Company.
The registration period commences on Wednesday 22 March 2023 at 10:00am (EET). A shareholder, who is registered in the Company's shareholders' register and who wishes to participate in the AGM, must register for the AGM by no later than on Monday 3 April 2023 at 4:00pm (EET).
Such registration can be made:
a. on the Company's website (www.nanoform.com), which requires the shareholder's or his/her proxy representative`s strong electronic authentication with his/her Finnish online banking codes or a mobile certificate (shareholders with Finnish book-entry account).
For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. Should a shareholder that is a legal person utilize a Suomi.fi e-Authorization, registration requires strong electronic authentication from the authorized representative, which can be conducted with online banking codes or a mobile certificate.
b. by email to firstname.lastname@example.org;or
c. by regular mail to Legal Affairs, Nanoform Finland Plc, Viikinkaari 4, 00790 Helsinki.
When registering, requested information such as the name, personal identification number and contact information of the shareholder must be notified. The personal data given to Euroclear Finland Ltd or the Company will be used only in connection with the AGM and with the processing of related registrations.
The shareholder or their legal representative or proxy representative shall, if necessary, be able to prove their identity and/or right of representation at the meeting venue.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the AGM by virtue of such shares based on which he/she/it would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd on the record date of the general meeting, i.e. Wednesday 29 March 2023. The right to participate in the Annual General Meeting requires, in addition, that the shareholder has been registered into the temporary shareholders' register held by Euroclear Finland Ltd on the basis of such shares at the latest Wednesday 5 April 2023 at 10:00am (EET). As regards nominee registered shares, this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request all necessary instructions regarding the registration in the temporary shareholders' register of the Company, the issuing of proxy documents, voting instructions and registration for the Annual General Meeting from his/her/its custodian bank without delay. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders' register of the Company at the latest by the time stated above.
3. Proxy representatives 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. 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 AGM.
Possible proxy documents are requested to be delivered by post to Legal Affairs, Nanoform Finland Plc, Viikinkaari 4, 00790 or by e-mail to email@example.com the end of the registration period. Delivery of proxy documents before the closing of the registration is considered due registration for the Annual General Meeting, provided that the abovementioned information required for registration is included. A model of a power or attorney has been attached to this notice as Appendix 1.
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service in Euroclear Finland's general meeting service instead of the traditional proxy authorization. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at suomi.fi/e-authorizations using the authorization topic "Representation at the General Meeting". The assignee must identify himself or herself with strong electronic authentication in Euroclear Finland's general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking IDs or a mobile certificate. More information on suomi.fi/e-authorizations.
4. Shares registered at Euroclear Sweden ABA shareholder whose shares are registered in the securities system of Euroclear Sweden AB and who wants to participate in the Annual General Meeting and vote must:
- Be registered in the shareholders' register maintained by Euroclear Sweden AB on the record date of the general meeting, i.e. Wednesday 29 March 2023 at the latest.
- Request temporary registration in the shareholder's register of Nanoform Finland Plc maintained by Euroclear Finland Ltd. Such request shall be submitted in writing to Nanoform Finland Plc by a form attached to this notice as Appendix 2 no later than on Friday 31 March 2023 at 12:00 noon (Swedish time).
- Further, in order to be entitled to request for temporary registration in the shareholders' register of Nanoform Finland Plc held by Euroclear Finland Ltd, a shareholder of nominee-registered shares shall request that his/her/its shares are temporarily registered under his/her/its own name in the shareholders' register held by Euroclear Sweden AB and to ensure that the custodian bank will send the above-mentioned request for temporary registration to Euroclear Sweden AB. The registration shall be made on Friday 31 March 2023 at the latest, and therefore a shareholder shall give the request to his/her/its custodian bank in good time prior to the above date.
The temporary registration through Euroclear Sweden AB constitutes a due registration to the Annual General Meeting.
Holders of nominee registered shares shall request necessary instructions regarding temporary registration to shareholders' register, granting powers of attorney and due registration for the AGM from his/her/its custodian bank in good time prior to the above dates.
5. Other instructions and information
Pursuant to Chapter 5 Section 25 of the Finnish Limited Liability 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 considered at the meeting.
On the date of this notice to the Annual General Meeting, the total number of shares and votes in Nanoform Finland Plc is 78,392,964.
In Helsinki, 15 March 2023
NANOFORM FINLAND PLC
Board of Directors
General Counsel Peter Hänninen
Tel. +358 50 353 0408
Director of Investor Relations Henri von Haartman
Tel. +358 29 3700150
1. Power of Attorney
2. Notice of attendance