Aspocomp Group - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING OF ASPOCOMP GROUP PLC

Aspocomp Group Plc, Notice to convene AGM, March 15, 2016 at 9:00 a.m.


NOTICE TO THE ANNUAL GENERAL MEETING OF ASPOCOMP GROUP PLC

Notice is given to the shareholders of Aspocomp Group Plc. to the Annual
General Meeting to be held on Thursday, April 7, 2016 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 2015 

- 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 2,515,231.32 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. In addition, no meeting
remuneration would be paid. The Board of Directors also proposes that the
members of the Board of Directors be reimbursed for reasonable travel and
lodging costs. Travel and lodging costs would not be compensated to those
members of the Board of Directors who reside in the greater Helsinki area when
the meetings are held in the greater Helsinki area. 
The Company’s shareholder Hartiavoima Ky, representing over 10 per cent of the
Company's shares and votes, proposes to the Annual General Meeting that for
their term of office the members of the Board of Directors be paid as follows:
to the chairman of the Board of Directors EUR 20,000 and EUR 600 for each
meeting, other members of the Board of Directors, each EUR 10,000 and EUR 300
for each meeting. 

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 and Ms. Kaarina Muurinen
be re-elected and that Mr. Juha Putkiranta, M.Sc. Engineering (born 1957) and
Mr. Matti Lahdenperä Lic.Sc. Tech. (born 1953) be elected as a new 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. Information about the experience and
former positions of the new nominees to the Board of Directors, Mr. Juha
Putkiranta and Mr. Matti Lahdenperä is also available in the appendix of this
notice. 

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 1,280,000 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
March 26, 2015 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, 2017.

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 March 15, 2016. 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 March 10, 2016. 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 21, 2016. 


C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. The right to participate and registration

Each shareholder who is registered on March 24, 2016 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 March 15, 2016 – April 4, 2016. The
registration must be available at the company at the latest on Monday, April 4,
2016 by 4 p.m. (EET). 

Such notice can be given:

a) by e-mail at the address yhtiokokous(at)aspocomp.com,
b) by telephone at number +358 40 637 2728 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 24, 2016, 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 4, 2016 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 April 4, 2016 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, March 15, 2016, the
total number of shares and votes in Aspocomp Group Plc. is 6,406,505. The
company does not have treasury shares in its possession. 




In Espoo, March 15, 2016

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


Distribution:
Nasdaq Helsinki
Major media
www.aspocomp.com


Aspocomp – PCB technology company

Aspocomp develops and sells PCB manufacturing services, focusing on the
end-to-end fulfillment of customers’ PCB needs. Our seasoned professionals help
customers to create the most optimal PCB designs, both in terms of performance
and cost. Our trimmed production lines produce the most challenging designs
with the shortest lead-times in the industry. Operating as a service business,
we provide one-stop access to technology solutions and competitive products for
all PCB technologies. 

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 PCBs
are used in many applications, such as telecommunication networks and devices,
automotive electronics, security and medical systems, chipset development and
industrial automation.

Attachments:

Appendix to Notice to AGM Lahdenpera and Putkiranta.pdf