Notice of the Annual General Meeting of Shareholders of Nixu Corporation

Nixu Corporation, Stock Exchange Release, March 5, 2021 at 3:30 PM EET

Notice is hereby given to the shareholders of Nixu Corporation to participate in the Annual General Meeting of Shareholders to be held on Tuesday, 30 March 2021, beginning at 4:00 PM EET at the premises of Inderes Oy at address Itämerentori 2, 00180, Helsinki. The shareholders of Nixu Corporation may participate in the Annual General Meeting and exercise their rights as shareholders only by voting in advance as well as by presenting questions and submitting counterproposals in advance in accordance with this notice or any other instructions given by the Company. The shareholders and their proxy representatives may not participate in the meeting at the meeting venue. Instructions for the shareholders are presented in in section C of this notice and on the Company’s website.

The Board of Directors of the Company has resolved on the exceptional procedure for the meeting based on the Act (677/2020) on temporary deviation from the Finnish Limited Liability Companies Act to prevent the spread of the COVID-19 pandemic, approved by the Finnish Parliament on 15 September 2020, which entered into force on 3 October 2020 (the “Temporary Act”). The Board of Directors has resolved to take actions enabled by the Temporary Act in order to hold the meeting in a predictable manner, taking into account the health and safety of the Company’s shareholders, personnel and other stakeholders.

It will not be possible to participate in the Annual General Meeting in person at the meeting venue. It is possible for the shareholders, who have registered for the Annual General Meeting, to follow the meeting via an online video stream. Shareholders following the video stream are not considered to be participating in the Annual General Meeting, and therefore do not have, among other things, a right to request information or a right to vote during the meeting. The shareholders are, however, requested to take into consideration that following the meeting via video stream does not mean official participation in the Annual General Meeting, and it does not enable the shareholders to exercise their right to speak and vote under the Finnish Limited Liability Companies Act at the Annual General Meeting. The shareholders are able to exercise aforementioned rights as instructed in this notice. Questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act shall be asked in advance in the manner described below.

A.    Matters to be discussed in the Annual General Meeting

1.    Opening of the meeting
The Chairman of the Board of Directors opens the Annual General Meeting. The shareholders registered for the Annual General Meeting may follow the presentation of the Chairman of the Board of Directors online via video stream.

2.    Matters of order for the meeting
Attorney-at-law Antti Säiläkivi, will act as the Chairman of the Annual General Meeting. Antti Säiläkivi has appointed Master of Laws Henna Kärnä to act as the secretary of the meeting.

If Antti Säiläkivi is not able to act as Chairman of the Annual General Meeting due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as Chairman.

3.    Selecting the examiners of the minutes and the supervisors for counting the votes
The company’s General Counsel Osmo Lipponen will act as the person to confirm the minutes and supervise the counting of votes. If Osmo Lipponen is unable to act as the person to confirm the minutes and supervise the counting of the votes due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as a person to confirm the minutes and supervise the counting of the votes.

4.    Establishing the legality of the meeting

5.    Confirmation of shareholders present and the voting list
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Limited Liability Companies Act shall be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information delivered by Euroclear Finland Ltd and Innovatics Ltd.

6.    Presentation of the Financial Statements, the Board of Directors’ report and the Auditor’s report for the Financial Year 2020
As participation in the Annual General Meeting is possible only by voting in advance, the Annual Report for the Financial Year 2020 was published on 18 February 2021, which includes the company’s Financial Statements, the Board of Directors’ report and the Auditor’s report, shall be deemed to have been presented to the Annual General Meeting. The Annual Report is available on the company’s website at https://www.nixu.com/investors/AGM-2021.

CEO of the Company gives the CEO’s presentation. The shareholders registered for the Annual General Meeting may follow the presentation online via video stream.

7.    Adoption of the Financial Statements

8.    Resolution on the use of the loss shown in the Balance Sheet and payment of dividend
The Board of Directors proposes to the Annual General Meeting that the loss shown in the balance sheet of the company for Financial Year of 1 January to 31 December 2020, EUR 5,016,744.68, shall be transferred to the retained earnings / loss account and that no dividend shall be paid to the shareholders of the company.

9.    Discharging the Members of the Board of Directors and the CEO from liability for Financial Year 1 January 2020 to 31 December 2020

10.    Resolution on the Remuneration Report for Governing Bodies
As participation in the Annual General Meeting is possible only by voting in advance, the Remuneration Report for the governing bodies of the company, published in Nixu’s Annual Report 2020 by stock exchange release on 18 February 2021 and available on the company’s website at https://www.nixu.com/investors/AGM-2021 shall be deemed to have been presented to the Annual General Meeting.

The Annual General Meeting shall make a resolution on the approval of the Remuneration Report for Governing Bodies. The resolution is advisory as provided by the Chapter 5, Section 3b of the Finnish Limited Liability Companies Act, and will be made by voting in advance.

11.    Resolution on the remuneration of the Members of the Board of Directors
The shareholders representing about 40% of the outstanding shares and votes in the company have notified the Board of Directors that they will propose to the Annual General Meeting 2021 that the remuneration of the Members of the Board of Directors, for the term starting from at the end of this Annual General Meeting 2021 and expiring at the end of the Annual General Meeting 2022, shall be paid as follows:

• The Chairman of the Board of Directors shall be paid a total of EUR 44,000 as a fixed annual remuneration,
• the Deputy Chairman shall be paid a total of EUR 33,000 as a fixed annual remuneration, and
• other Members of the Board of Directors shall be paid a total of EUR 22,000 as a fixed annual remuneration.

In addition to the annual remunerations mentioned above, a meeting specific remuneration of EUR 300 shall be paid in cash for attendance at meeting outside of the Member’s country of residence.

30% of the fixed annual remuneration mentioned above, shall be paid in Nixu Corporation’s shares repurchased from the marketplace and 70% in cash. The shares shall be repurchased by the company from the marketplace directly for each Member of the Board of Directors within two weeks after the release of the Interim Financial Report of Nixu Corporation from financial period of 1 January to 31 March 2021. The company pays the possible transfer tax in relation to share repurchases. If the shares cannot be repurchased by the company from the marketplace and thus the remuneration cannot be paid in full at said time due to insider regulation or other justified reason, the remaining part of the shares shall be repurchased by the company from the marketplace within two weeks from the release of the Half-Year Financial Report of Nixu Corporation from financial period of 1 January to 30 June 2021. In case the remuneration cannot be repurchased by the company from the marketplace in full by either of the times mentioned above, the company shall pay the remaining part of the fixed annual remuneration in cash. Shares received as a part of fixed annual remuneration cannot be transferred by any Member of the Board of Directors during the term commencing at the end of this Annual General Meeting 2021 and expiring at the end of the Annual General Meeting 2022.

In addition, as a remuneration for the work in the Audit Committee, the Members of the Board of Directors shall be paid as follows:

• The Chair of the Audit Committee shall be paid in cash a fixed annual remuneration of EUR 4,000; and
• other Members of the Audit Committee shall be paid in cash a fixed annual remuneration of EUR 2,000.

As a remuneration for the work in the Personnel and Remuneration Committee, the Members of the Board of Directors shall be paid as follows:

• The Chair of the Committee shall be paid in cash a fixed annual remuneration of EUR 2,000; and
• other Members of the Committee shall be paid in cash a fixed annual remuneration of EUR 1,000.

In addition, travel expenses of the Members of the Board of Directors shall be reimbursed in accordance with the company’s travel policy.

12.    Resolution on the number of Members of the Board of Directors
The shareholders representing about 40% of the outstanding shares and votes in the company have notified the Board of Directors that they will propose to the Annual General Meeting 2021 that the number of Members of the Board of Directors would be six (6).

13.    Election of the members of the Board of Directors
The shareholders representing about 40% of the outstanding shares and votes in the company have notified the Board of Directors that they will propose to the Annual General Meeting 2021 that the following ordinary Members of the Board of Directors to be re-elected until the end of the next Annual General Meeting to be held in 2022: Kati Hagros, Marko Kauppi, Kimmo Rasila, Anders Silwer and Jaya Baloo as well as Jari Niska as a new ordinary Member of the Board of Directors.

The independence assessments for each current Member of the Board of Directors are available on the company’s website at https://www.nixu.com/investors/board-directors.

Introductory video of the new proposed ordinary Member of the Board of Directors will be presented for the registered shareholders in the Annual General Meeting. In addition, introduction of the new proposed ordinary Member of the Board of Directors is available on the company’s website at https://www.nixu.com/investors/AGM-2021. Jari Niska can be considered independent of the company and the company’s major shareholders.

All the nominees have given their consent for the position.

14.    Resolution on the remuneration of the auditor
In accordance with the proposal of the Audit Committee of the Board of Directors, the Board of Directors proposes that the Annual General Meeting resolves that the remuneration of the auditor to be elected shall be paid according to a reasonable invoice of the auditor.

15.    Selection of the auditor
In accordance with the proposal of the Audit Committee of the Board of Directors, the Board of Directors proposes that the Annual General Meeting resolves that the authorized public accountants PricewaterhouseCoopers Oy shall be re-elected as the auditor of the company for Financial Year 2021. PricewaterhouseCoopers Oy has announced that Enel Sintonen, Authorized Public Accountant, would be acting as the principal auditor.

16.    Authorizing the Board of Directors to resolve on the repurchase of the company’s own shares
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to resolve on the repurchase of the company’s own shares in one or several instalments as follows:

Up to 720,110 shares, shares can be repurchased using funds belonging to the unrestricted equity of the company. The proposed amount corresponds to approximately ten (10) per cent of all the shares in the company on the date of the notice, taking the company's own shares already held by the company into account. Repurchases under the authorization are proposed to be carried out on a marketplace of which rules allow the company to trade with its own shares. The shares shall be repurchased through public trading on the marketplaces where the shares in the company are admitted to public trading. The consideration for the repurchased shares must be based on the market price.

The authorization shall also entitle the Board of Directors to resolve on a repurchase of shares otherwise than in proportion to the shares owned by the shareholders (directed acquisition). In such event, there must exist weighty financial reason for the company for the repurchase of its own shares.

The shares may be repurchased to implement the company's arrangements in relation to the company’s business operations, to the implementation of the company's share-based incentive programs or to be otherwise transferred or cancelled. In addition, the company can repurchase shares from the marketplace for a Member of the Board of Directors in order to pay the remunerations of the Members of the Board of Directors, either in whole or in part. The repurchased shares can also be held by the company itself.

The Board of Directors is authorized to resolve on all other conditions and matters related to the repurchase of the company’s own shares. The repurchase of the company’s own shares will reduce the unrestricted equity of the company.

The authorization is proposed to remain in force until the next Annual General Meeting, however, until 30 June 2022 by latest, and it would replace the authorization granted by the previous Annual General Meeting regarding the repurchase of the company’s own shares.

17.    Authorizing the Board of Directors to resolve on the issuance of shares, granting of special rights entitling to shares, and the disposal of treasury shares

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to resolve on the issuance of new shares through a share issue or by granting other special rights entitling to shares, referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, and/or disposing shares held by the company as follows:

The Board of Directors may, in one or more tranches, issue new shares or grant special rights entitling to shares in accordance with Chapter 10, Section 1 of the Finnish Limited Liability Companies Act and dispose treasury shares. The total number of shares to be issued under the authorization may not exceed 1,485,000. The authorization includes the right to resolve to issue either new shares or treasury shares either against payment or without consideration.

New shares or treasury shares may be issued in deviation from the shareholder’s pre-emptive rights, if there exists a weighty financial reason for the company to implement such directed share issue or, in the case of an issue without consideration, an especially weighty financial reason for it, both for the company and with regard to the interests of all the shareholders in the company.

The Board of Directors is authorized to resolve on all other conditions and matters related to the issuance of shares, option rights and to the granting of other special rights entitling to shares as well as the disposal of treasury shares.

The authorization may be exercised to develop the capital structure, expand the ownership base, for the payment of consideration in transactions, when acquiring assets related to the company’s business operations and to implement incentive programs so that the shares are issued directly to the employees and CEOs of the company and its subsidiaries. The proposed maximum number of shares corresponds to approximately 20 per cent of all the registered shares in the company and out of this authorization, number of shares corresponding up to 5 per cent of all the registered shares in the company can be used as an incentive for the personnel.

The authorization is proposed to remain in force until the next Annual General Meeting, however, until 30 June 2022 by latest, and it would replace the previous authorizations granted regarding a directed share issue and the disposal of treasury shares.

18.    Closing of the meeting

B.    Documents of the Annual General Meeting

The above proposals included in the agenda of the Annual General Meeting, this notice of the meeting, Nixu Corporation’s Financial Statements, the Board of Director’s report, the Auditor’s Report and the Remuneration Report will be available on the company’s website at https://www.nixu.com/investors/AGM-2021 on 5 March 2021. The documents are also available at the Annual General Meeting, and copies of them and this notice may be sent to shareholders by request. The minutes of the Annual General Meeting are available on the above website no later than 13 April 2021.

C.    Instructions for those participating in the Annual General Meeting

In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be organized so that the shareholders and their proxy representatives may not participate in the Annual General Meeting at the meeting venue. The company’s shareholders may participate in the Annual General Meeting and exercise their shareholder rights only in advance in accordance with the instructions set out below.

1.    Shareholders’ right to participate in the Annual General Meeting
Each shareholder, who is registered in the shareholders’ register of the company held by Euroclear Finland Ltd on the record date of the Annual General Meeting, which is 18 March 2021, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company. Shareholders may participate in the Annual General Meeting only by voting in advance and by submitting counterproposals and asking questions in advance as further described below.

Any changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder.

2.     Notification of participation and voting in advance
Notification of participation may be submitted, and advance voting will begin on 11 March 2021 at 12:00 AM EET following the deadline for submitting counterproposals as further set out in section 6 below. A shareholder registered in the shareholders’ register of the company, who wishes to participate in the Annual General Meeting, must register for the Annual General Meeting and vote in advance no later than by 23 March 2021 at 4:00 PM EET by which time the notice of participation and advance votes need to be received.

The requested information, such as the shareholder’s name, personal/business identification number, phone number and/or e-mail address and name and personal identification number of a possible proxy representative, must be provided in connection with the registration. The personal data given to the company or Innovatics Ltd by shareholders will be used in connection with the Annual General Meeting and with the processing of related necessary registrations.

A shareholder whose shares are registered on the shareholder’s Finnish book-entry account on the record date of the Annual General Meeting can submit the notice of participation and vote in advance on certain matters on the agenda of the Annual General Meeting between 12:00 AM EET on 11 March 2021 and 4:00 PM EET on 23 March 2021 in the following ways:

• Online through the company’s website: https://www.nixu.com/investors/AGM-2021.
  Shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by bank ID or mobile certificate
   
• By mail or by e-mail:
  Shareholders can send the advance voting form available on the company’s website or corresponding information by mail to Innovatics Ltd, Yhtiökokous/Nixu Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi. The advance voting form will be available on the company’s website at 11 March 2021, at the latest.

The submission of the advance votes before the end of notification of participation and advance voting period also constitutes due registration for the Annual General Meeting, provided that the required information listed above is given.

The voting instructions are available on the company’s website at https://www.nixu.com/investors/AGM-2021. Additional information on notification on participation and voting in advance is also available by phone +358 10 2818 909 from Monday to Friday between 9:00 a.m. and 12:00 p.m. and between 1 p.m. and 4 p.m. EET.

3.    Shareholders with nominee-registered holdings
Shareholders with nominee-registered holdings are entitled to participate in the Annual General Meeting on the basis of shares held on 18 March 2021, the ownership of which would entitle them to be included in the list of shareholders maintained by Euroclear Finland Ltd. Participation also requires that these shareholders are included temporarily in the list of shareholders maintained by Euroclear Finland Ltd by 10:00 a.m. EET on 25 March 2021 at the latest. This is considered to be registering a shareholder with nominee-registered holdings to participate in the Annual General Meeting. Any changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder.

Shareholders with nominee-registered holdings are encouraged to request well in advance that their custodian bank provide the necessary instructions concerning temporary registration with the list of shareholders of the company, issuing letters of proxy, and registering for the meeting. Account manager at custodian banks should register shareholders with nominee-registered holdings who wish to participate in the Annual General Meeting in the list of Nixu Corporation shareholders on a temporary basis by the date referred to above at the latest. Account manager at custodian banks shall also arrange voting in advance on behalf of the holder of nominee-registered holdings within the registration period applicable to holders of nominee registered shares

4.    Use of a proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. Shareholders’ proxy representatives must also vote in advance as set out in this notice. The proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder that they represent. The proxy representative must present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Statutory right of representation may be demonstrated by using the Suomi.fi e-Authorizations service which is in use in the online registration service.

In the event of a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be notified in connection with the registration for the general meeting.

For shareholders who do not vote in advance personally, the company offers the opportunity to use authorization service and authorize Attorney Emil Degerholm from HPP Attorneys Ltd or a person appointed by him to represent the shareholder and use the shareholder’s right to vote in the meeting in accordance with the shareholder’s voting instructions. Authorizing the company provided proxy representative will not accrue any costs for the shareholder, excluding possible postal fees for delivering proxy documents. Further information about the company provided proxy representative is available at https://www.hpp.fi/en/expert/degerholm-emil/.

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of another proxy representative chosen by the shareholder. The proxy representative must present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. In the event of a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be notified in connection with the registration for the general meeting.

Proxy and voting instruction templates are available on the company’s website at https://www.nixu.com/investors/AGM-2021 at the latest by 12:00 noon EET on 11 March 2021 following the end of the deadline for submitting counterproposals to be put up for a vote. Proxy documents are to be delivered primarily as an attachment in connection with the electronic registration, by e-mail to the address amg@innovatics.fi or by mail to the address Innovatics Ltd, Annual General Meeting/Nixu Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki before the end of the notification of participation period, by which time the proxy documents must be received. Nixu Corporation may, if it so wishes, demand original proxy documents if regarded necessary by the company.

Submitting a proxy to the company before the end of the notification of participation period on 23 March 2021 constitutes due registration for the Annual General Meeting, provided that the required information for the participation listed in this notice is given. Submitting a proxy and voting instructions, that have been granted to the proxy representative provided by the company, to the company before the end of the notification of participation period constitutes both due registration as well as voting in advance, provided that the required information for the participation and voting in advance listed in this notice is given.

A holder of nominee-registered holdings is advised to follow the instructions of his/her custodian bank regarding proxies. If a holder of nominee-registered holdings wishes to be represented by some other person than his/her custodian, the representative must present the company a dated power of attorney designating his/her right to represent the holder of nominee-registered holdings.

5.    Following the Annual General Meeting via video stream
Shareholders who have registered for the Annual General Meeting can follow the meeting and presentations given by the Chairman of the Board of Directors and CEO during the meeting via online video stream. In addition, greetings from the new proposed ordinary Member of the Board of Directors, Jari Niska, will be presented via video during the Annual General Meeting. A link to the video stream and detailed instructions for following the video stream will be delivered to shareholders who have registered for the meeting by e-mail or text message after the period for submitting a notice of participation has expired.

The shareholders are requested to take into consideration that following the meeting via video stream does not mean exercising the shareholder’s right to speak and vote in any way. Questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act shall be asked in advance in the manner described below.

6.    Other information
Shareholders who hold at least one one-hundredth of all the shares in the company have the right to make counterproposals concerning the proposed decisions on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals must be delivered to the company by e-mail to agm@nixu.com no later than 10:00 a.m. EET on 9 March 2021. Shareholders making counterproposals must present an adequate statement of their shareholding in the company when delivering the counterproposals. The counterproposal is admissible for consideration at the Annual General Meeting, requiring that the shareholders who have made the counterproposal have the right to participate in the meeting and holds at least one one-hundredth of all shares in the company on the record date of the Annual General Meeting. If a counterproposal is non-admissible for consideration at the Annual General Meeting, votes cast for such counterproposal will not be recorded at the meeting. The company will publish the possible counterproposals eligible for voting on the company’s website at https://www.nixu.com/investors/AGM-2021 on 11 March 2021 at the latest.

Shareholders have the right to ask questions and request information with respect to the matters to be considered at the Annual General Meeting pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Such questions shall be delivered by e-mail to the address agm@nixu.com no later than 4:00 p.m. EET on 16 March 2021, by which the questions must be received. Such questions presented by the shareholders, along with the responses of the company, and any counterproposals not eligible for voting will be available on the company’s website at https://www.nixu.com/investors/AGM-2021 on 19 March 2021 at the latest. Asking questions and making counterproposals requires the shareholder to present an adequate statement of their shareholding in the company.

On the date of this notice, Nixu Corporation has a total of 7,425,219 shares and votes. The company or its subsidiaries own a total of 22,405 shares in the company without voting rights at the Annual General Meeting.

Espoo, 5 March 2021

NIXU CORPORATION    
Board of Directors

Further information:
CEO Petri Kairinen, Nixu Corporation
Telephone: +358 40 832 1832, e-mail: petri.kairinen@nixu.com

Distribution:
Nasdaq Helsinki Oy
Main media
www.nixu.com

Nixu in Brief:
Nixu is a cybersecurity services company on a mission to keep the digital society running. Our passion is to help organizations embrace digitalization securely. Partnering with our clients we provide practical solutions for ensuring business continuity, an easy access to digital services and data protection. We aim to provide the best workplace to our team of about 400 cybersecurity professionals with a hands-on attitude. With Nordic roots we serve enterprise clients worldwide. Nixu shares are listed on the Nasdaq Helsinki stock exchange.
www.nixu.com