Decisions of Aspocomp Group Plc’s Annual General Meeting 2023 and Board of Directors’ organization meeting
Aspocomp Group Plc, Stock exchange release, April 20, 2023, at 12:10 p.m. (EEST)
DECISIONS OF THE ANNUAL GENERAL MEETING 2023
The Annual General Meeting of Aspocomp Group Plc held on April 20, 2023, adopted the annual accounts and the consolidated annual accounts as well as granted the members of the Board of Directors and the CEO discharge from liability regarding the financial period 2022. The Annual General Meeting approved the Remuneration Report for the governing bodies 2022.
The Annual General Meeting decided to pay a dividend of EUR 0.21 per share, as proposed by the Board of Directors. The dividend will be paid to shareholders registered in the company’s register of shareholders maintained by Euroclear Finland Ltd on the record date of the dividend distribution, April 24, 2023. The dividend will be paid on May 2, 2023.
The Annual General Meeting decided to set the number of Board members at four (4) and re-elected the current members of the Board Ms. Päivi Marttila, Ms. Kaarina Muurinen, Mr. Jukka Huuskonen and Mr. Anssi Korhonen for a term of office ending at the closing of the following Annual General Meeting. The Annual General Meeting re-elected PricewaterhouseCoopers Oy, Authorized Public Accountants, as the company’s auditor for a term of office ending at the closing of the following Annual General Meeting. PricewaterhouseCoopers Oy has notified that Mr. Tuukka Kiuru, Authorized Public Accountant, will act as the principal auditor.
The Annual General Meeting decided that the amount of remuneration payable to the Board of Directors remain the same as in the ending term and thus the chairman of the Board of Directors will be paid EUR 30,000, the vice chairman of the Board of Directors be paid EUR 20,000 and the other members will be paid EUR 15,000 each in remuneration for their term of office. The Annual General Meeting further decided that EUR 1,000 will be paid as remuneration per meeting to the chairman and that the other members be paid EUR 500 per meeting of the Board of Directors and its committees. The members of the Board of Directors will further be reimbursed for reasonable travel costs. It was decided that the auditor’s fees will be paid in accordance with the auditor’s invoice.
The Annual General Meeting decided to authorize the Board of Directors, in one or more installments, to 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 684,144 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 Companies Act may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorization cancels the authorization given by the Annual General Meeting on April 26, 2022, 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, 2024.
The Annual General Meeting decided to amend the company’s Articles of Association to enable convening a General Meeting as a virtual meeting without a meeting venue as an alternative to a customary general meeting or a hybrid meeting. The Finnish Companies Act requires that shareholders can exercise their full rights in virtual meetings, with equal rights to those in customary in-person General Meetings. The 9 § of the company’s Articles of Association reads as follows:
“9 § The General Meeting shall be held in Helsinki or Espoo. The Board may decide that the General Meeting is arranged without a meeting venue in a manner where shareholders exercise their full decision-making powers in real time during the General Meeting using telecommunications and technical means (virtual meeting).
In order to exercise his right to speak and vote at the General Meeting, a shareholder must register in the manner specified in the invitation to the meeting. The closing date for registration shall be no sooner than ten days before the meeting.”
The minutes of the Annual General Meeting are available on the company’s website at www.aspocomp.com/agm starting from May 4, 2023 at the latest.
THE BOARD OF DIRECTORS’ ORGANIZATION MEETING
In its organization meeting held after the Annual General Meeting, the Board of Directors of Aspocomp Group Plc re-elected Ms. Päivi Marttila as the Chairman of the Board. Ms. Kaarina Muurinen was re-elected as the Vice Chairman.
The Board of Directors did not establish an Audit Committee, the Board itself performs the duties of the Audit Committee.
The Board of Directors has at its meeting evaluated the independence of the Board members in compliance with the recommendations of the Finnish Corporate Governance Code. It is the view of the Board of Directors that all Board members are independent of the company’s major shareholders. The Board of Directors has also assessed that all the Board members are independent of the company.
For further information, please contact Mikko Montonen, President and CEO,
tel. +358 40 5011 262, mikko.montonen(at)aspocomp.com.
ASPOCOMP GROUP PLC
President and 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.