Aspocomp Group - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING OF ASPOCOMP GROUP PLC

Espoo, Finland, 2017-02-22 08:00 CET (GLOBE NEWSWIRE) -- 
Aspocomp Group Plc., Stock Exchange Release, February 22, 2017 at 9:00 a.m.

Notice is given to the shareholders of Aspocomp Group Plc. to the Annual
General Meeting to be held on Thursday, March 23, 2017 at 10 a.m. (EET),
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. (EET). 


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 2016 

 - Review by the CEO

7. Adoption of the annual accounts and the consolidated annual accounts

8. Resolution on the use of the profit shown on the balance sheet

The Board of Directors proposes to the Annual General Meeting that the parent
company’s loss for the financial period of EUR 661,980.67 shall be transferred
to the accrued earnings account, and that no dividend is paid. 

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

10. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting that the chairman
of the Board of Directors be paid EUR 30,000 and the other members be paid EUR
15,000 each in remuneration for their term of office. The Board of Directors
further proposes that EUR 1,000 be paid as remuneration per meeting to the
chairman and EUR 500 per meeting be paid to the other members of the Board. The
Board of Directors also proposes that the members of the Board of Directors be
reimbursed for reasonable travel costs. 

11. Resolution on the number of members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting that four (4)
members be elected to the Board of Directors. 

12. Election of members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting that the current
members of the Board of Directors Ms. Päivi Marttila, Ms. Kaarina Muurinen, Mr.
Juha Putkiranta and Mr. Matti Lahdenperä be re-elected as members to 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. 

The nominees' personal details are available on the company’s website
www.aspocomp.com/investors/governance/agm. 

The Board of Directors has assessed the director nominees' independence against
the independence criteria of the Finnish Corporate Governance Code. According
to the evaluation carried out by the Board of Directors, all director nominees
are independent of the Company's significant shareholders. The Board of
Directors has also assessed that all nominees are independent of the Company. 

13. 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. 

14. Election of auditor

The Board of Directors proposes to the Annual General Meeting that
PricewaterhouseCoopers Oy, Authorized Public Accountants be re-elected as the
company's auditor. PricewaterhouseCoopers Oy has notified that Mr. Markku
Katajisto, 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. 

15. 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 installments, 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 Companies Act as
follows: 

The number of shares to be issued based on the authorization may in total
amount to a maximum of 649,650 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 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 7, 2016 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, 2018.

16. Closing of the meeting


B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The aforementioned proposals of the Board of Directors relating to the agenda
of the Annual General Meeting as well as this notice are available on the
company’s website at www.aspocomp.com/agm starting from February 22, 2017. The
annual report of the company, including the company’s annual accounts, the
consolidated annual accounts, the report of the Board of Directors and the
auditor’s report, will be available on the company’s website at
www.aspocomp.com/reports as of February 28, 2017. The proposals of the Board of
Directors and the annual report, including the annual accounts documents, are
also available at the Annual General Meeting. 

The minutes of the Annual General Meeting will be available at
www.aspocomp.com/agm no later than April 6, 2017. 


C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. The right to participate and registration

Each shareholder who is registered on March 13, 2017 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. 

A shareholder, who wants to participate in the Annual General Meeting, shall
register for the meeting within the period February 22, 2017 – March 20, 2017.
The registration must be available at the company at the latest on Monday,
March 20, 2017 by 10 a.m. (EET). 

Such notice can be given:

a) by e-mail at the address yhtiokokous(at)aspocomp.com,
b) by telephone at number +358 40 480 3965 on weekdays between 8 a.m. and 4
p.m. (EET), or 
c) by regular mail to Aspocomp Group Plc., Keilaranta 1, 02150 Espoo, Finland.

In connection with the registration a shareholder shall notify his/her/its
name, personal identification number, address, telephone number and the name of
a possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to Aspocomp Group
Plc. is used only in connection with the Annual General Meeting and the
processing of related necessary registrations. 

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 March 13, 2017, 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 March 20, 2017 by 10.00 a.m. (EET). 

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 registration for the Annual General Meeting from his/her/its
custodian bank. 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, temporarily into the shareholders’ register of the
company at the latest on March 20, 2017 by 10.00 a.m. (EET). 

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. 

Possible proxy documents should be delivered in originals to Aspocomp Group
Plc., Keilaranta 1, 02150 Espoo, Finland before the end of the registration
period. 

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. 

On the date of the notice to the Annual General Meeting, February 22, 2017, the
total number of shares and votes in Aspocomp Group Plc. is 6,496,505. The
company does not have treasury shares in its possession. 

In Espoo, February 22, 2017

ASPOCOMP GROUP PLC.

THE BOARD OF DIRECTORS


For further information, please contact Mikko Montonen, CEO,
tel. +358 20 775 6860, mikko.montonen(at)aspocomp.com.

ASPOCOMP GROUP PLC.

Mikko Montonen
CEO


Aspocomp – a service company specializing in PCB technologies

Aspocomp specializes in demanding PCB technologies, serving its customers
throughout the entire life cycle of a product. Aspocomp sells and manufactures
PCBs and also provides related design and logistics services as well as
technology solutions. Aspocomp creates value for its customers with unique
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as fast and reliable deliveries. A wide network of expert partners together
with Aspocomp's own manufacturing enables its customers to cost-effectively buy
their PCBs from a single provider over the entire life cycle of a product. 

A printed circuit board (PCB) is the principal interconnection method in
electronic devices. PCBs are used for electrical interconnection and as a
component assembly platform in most electronic applications. Aspocomp's
customers are companies that design and manufacture telecom systems and
equipment, automotive and industrial electronics, security technology and
semiconductor testing systems.