Notice of Enfo Oyj’s General Meeting .

 

Following extraordinary measures are applied to meeting arrangements:

 

(i) shareholders can participate in the meeting via video also from the company’s Espoo office (Bertel Jungin aukio, 02600 Espoo); and

(ii) shareholders can follow the meeting through webcast. By following the meeting through webcast, a shareholder does not attend the meeting nor can he/she use the right to request information in accordance with the Finnish Companies Act nor exercise his/her voting rights.

 

We recommend following the meeting only via webcast. All forms of participation (including webcast) require prior registration to the meeting by April 21, 2022 at 4:00 p.m EET as instructed below. Participation through webcast requires that the company is able to verify the identity of the shareholders or shareholder representative in question.

 

A  Matters to be dealt with by the General Meeting

 

The following matters will be dealt with by the General Meeting:

 

1. Opening of the meeting

2.  Organization of the meeting

3.  Election of persons to scrutinize the minutes and supervise the counting of votes

4.  Recording the legality of the meeting

5.  Recording of those present and verifying the list of votes

6.  Approval of the agenda of the meeting

7.  Presentation of the financial statements for 2021, the Board of Directors’ report, the Auditor’s report and the CEO’s review

8.  Adoption of the financial statements

9.  Resolution on the use of the profit shown on the balance sheet and the payment of dividend

According to the audited financial statements of December 31, 2021, the company’s distributable funds are EUR 63,174,601.43, of which the result for the financial period of 2021 is EUR - 2,432,071.44, retained earnings EUR 34,557,425.10, and the invested unrestricted equity fund EUR 31,049,247.77.

The Board of Directors proposes to the General Meeting that no dividend is paid for the financial year 2021.
 

10.  Discharge of the members of the Board of Directors and the CEO from liability

 

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

 

The Shareholders’ Nomination Board proposes that the fees of the Board members are the following:

 

• Chairperson is paid a fee of EUR 4,000 per month,
• Deputy-Chairperson is paid a fee of EUR 2,000 per month,
• Board members are paid a fee of EUR 2,000 per month, and
• in addition a fee of EUR 600 per meeting will be paid.

 

The Shareholders’ Nomination Board also proposes that:

 

• members of the Audit Committee of the Board of Directors are paid a meeting fee equaling to the meeting fee of the members of the Board of Directors.
• members of the Board of Directors and Audit Committee are insured under the employees’ pension insurance (TyEL) scheme for fees payable to the members. The contribution attributable to the member is deducted from the fee and the company pays the part attributable to the employer.
• travel expenses of the members of the Board of Directors and Audit Committee are compensated for in accordance with the company’s travel policy.

 

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

 

The Shareholders’ Nomination Board proposes that four members shall be elected to the Board of Directors.

 

13.  Election of the members of the Board of Directors

 

The Shareholders’ Nomination Board proposes that the following persons are elected as ordinary members of the Board of Directors: Kaisa Olkkonen, Mikko Laine, Ari Virtanen and Jani Vahvanen.

The Shareholders’ Nomination Board proposes that the Board of Directors re-elects current Chairperson Kaisa Olkkonen as its Chairperson.
 

14.  Resolution on the remuneration of the auditor

 

The Shareholders’ Nomination Board proposes that remuneration shall be paid to the auditor according to a reasonable accepted invoice.
 

15.  Election of auditor

 

The Shareholders’ Nomination Board proposes that PricewaterhouseCoopers Oy shall continue as the auditor of company.

 

16. Board of Directors’ proposal to authorize the Board of Directors to decide on share issue

 

The Board of Directors proposes to the General Meeting that the General Meeting authorizes the Board of Directors to decide on share issue as follows:

 

• The Board of Directors may decide on the issue of a maximum of 175,000 new shares or shares in the possession of the company. The shares can be issued in one or several installments.
• The authorization includes the right to issue special rights referred to in Chapter 10, Section 1 of the Companies’ Act, that entitles the holder to receive new shares or the company’s own shares in the possession of the company against payment. The subscription price is to be paid either in cash or by setting off the subscriber’s receivable from the company against the subscription price.
• The Board of Directors is entitled to decide on the terms of the share issue, including the grounds for determining the subscription price of the shares and the final subscription price, as well as the approval of the subscriptions, the allocation of the new issued shares and the final number of shares issued.
• The authorization to the Board of Directors includes a right to deviate from the shareholders pre-emptive subscription rights, provided there is a weighty financial reason for the deviation from the company’s point of view.
• The shares can be conveyed in order to obtain assets required in connection with a company or business acquisition or in connection with financing arrangement.
• The authorization is valid five (5) years from resolution.
• The authorization revokes share issue authorizations decided by the earlier general meetings of shareholders.

 

17.  Board of Directors’ proposal to authorize the Board of Directors to decide on share issue

 

The Board of Directors proposes to the General Meeting that the General Meeting authorizes the Board of Directors to decide on share issue as follows:

 

• The Board of Directors may decide on the issue of a maximum of 60,000 new shares or shares in the possession of the company. The shares can be issued in one or several lots.
• The Board of Directors is entitled to decide on the terms of the share issue, including the grounds for determining the subscription price of the shares and the final subscription price, as well as the approval of the subscriptions, the allocation of the new issued shares and the final number of shares issued.
• The authorization to the Board of Directors includes a right to deviate from the shareholders pre-emptive subscription rights, provided there is a weighty financial reason for the deviation from the company’s point of view.
• The shares can be conveyed and/or issued as consideration in financing or implementing possible acquisitions. Shares can also be conveyed and/or issued as part of the company’s salary and incentive scheme for the company’s personnel.
• The authorization is valid five (5) years from resolution.
• The authorization revokes share issue authorizations decided by the earlier general meetings of shareholders.

 

18.  Board of Directors’ proposal to authorize the Board of Directors to decide on the repurchase of company shares

 

The Board of Directors proposes to the General Meeting that the General Meeting authorizes the Board of Directors to decide on the repurchase of shares using the company’s non-restricted equity under the following conditions:

 

• The Board of Directors may decide on the repurchase of a maximum of 20,000 shares.
• The Board of Directors is authorized to decide from whom and in which order the shares will be purchased. The shares can be repurchased in one or several lots.
• Shares in the company can also be repurchased waiving the pre-emptive rights of the shareholders if there is a weighty financial reason for doing so from the point of view of the company.
• The company’s shares can be purchased for use as consideration when the company acquires assets for its business operations, for use as consideration in financing or implementing possible acquisitions, for use as part of the company’s salary or incentive system, in order to fulfil the company’s share repurchase commitments and for cancellation or in other situations where the Board of Directors considers there are justified reasons for repurchase.
• The Board of Directors decides on the purchase price and other terms and conditions of the repurchase; however, the minimum purchase price must be EUR 1 and the maximum price EUR 150 per share.
• The repurchase of shares decreases the company's non-restricted shareholders’ equity.
• The authorization is valid 18 months from the resolution.
• The authorization revokes earlier authorizations regarding repurchase of shares of the company.

 

19.  Amending the charter of the Shareholders’ Nomination Board

 

The Nomination Board proposes to the General Meeting, that Section 7 of the charter of the Nomination Board is amended to include the following sentence: “The members of the Nomination Board are insured under the employees’ pension insurance (TyEL) scheme. The contribution attributable to the member is deducted from the fee and the company pays the part attributable to the employer.”. The amended charter of the Shareholders’ Nomination Board is attached as schedule (in Finnish).

 

20.  Election of the Nomination Board and the Chairperson of the Nomination Board

 

The Board of Directors proposes to the General Meeting that the General Meeting elects Kaisa Olkkonen, Pekka Kantanen and Anssi Lehikoinen (secretary) as members of the Nomination Committee and Tarja Tikkanen as its Chairperson.
 

21.   Other matters

 

22.  Closing of the meeting

 

B  Documents for the General Meeting

 

The Annual Report is available on the company’s website www.enfogroup.com on or about March 31, 2022. Other documents required by Section 5(21) of the Companies Act are available on the company’s website on April 15, 2022 at 12:00 noon EET at latest. Copies of these documents can be sent to shareholders upon request, and they will also be available at the General Meeting.

The minutes of the General Meeting with the voting results and appendices related to the decisions made by the AGM will be available on the company’s website at the latest on April 29, 2022.

 

C  Instructions for meeting participants 

 

1.  Shareholder registered in the shareholder list

 

A shareholder who

 

• is registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the General Meeting matching date, April 8, 2022; and
• has registered for the General Meeting by April 21, 2022 at 4:00 p.m EET

 

has the right to participate in General Meeting.

 

Registration is possible by e-mail to agm@enfogroup.com or by sending a letter to Enfo Oyj/Marianne Kantonen, Bertel Jungin aukio 7, 02600 Espoo. The registration must reach the company before the expiry of the registration period.
 

2.  Holders of nominee-registered shares

 

Holders of nominee-registered shares have the right to participate in the General Meeting under the shares, on the basis of which they have the right to be registered in the shareholders’ register maintained by Euroclear Finland Ltd on April 8, 2022. In addition, participation requires that the shareholder has by virtue of these shares been registered into the temporary shareholders’ register by 10:00 a.m. EET on April 19, 2022. This is considered to be registration for the General Meeting with regard to nominee-registered shares.

 

Such shareholders are advised to request from their custodian bank, without delay, the necessary instructions regarding registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the General Meeting. The account management organization of the custodian bank has to register a holder of nominee-registered shares who wishes to participate in the General Meeting in the temporary shareholders’ register of the company at the latest by the time stated above.

3.  Use of a proxy, powers of attorney and the right to present questions

A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation.

A proxy shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. It is requested that the proxy document be submitted to the company in connection with registration.

In accordance with Section 5(25) of the Companies Act, a shareholder present at a general meeting of shareholders has the right to present questions on matters dealt with by the meeting.

 

4. Other information

 

On the date of this notice of the General Meeting, March 17, 2022, the total number of shares and votes in the company is 750,346. The company does not hold treasury shares on the date of the notice of the meeting.

 

 

Kuopio, March 17, 2022

 

 

Enfo Oyj

 

 

Board of Directors