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Resolutions of Nixu Corporation’s Annual General Meeting and the organizing meeting of the Board of Directors on March 30, 2021

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Nixu Corporation, Stock Exchange release, March 30, 2021 at 18.45 EEST

A. Resolutions of Nixu Corporation’s Annual General Meeting on March 30, 2021

1. Financial Statements, Board of Directors and auditors
The Annual General Meeting resolved to adopt the Annual Accounts of the company and the Consolidated Annual Accounts of the group. The members of the Board of Directors and the Chief Executive Officer and the Deputy Chief Executive Officer were discharged from liability for the financial year 1 January–31 December 2020.

The Annual General Meeting resolved that the number of members of the Board of Directors shall be six and that the following ordinary Members of the Board of Directors to be re-elected until the end of the next Annual General Meeting: 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 Annual General Meeting resolved that the remuneration of the Members of the Board of Directors 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.

The Annual General Meeting resolved that the authorized public accountants PricewaterhouseCoopers Oy was re-elected as the auditor of the company. PricewaterhouseCoopers Oy has announced that Enel Sintonen, Authorized Public Accountant, would be acting as the principal auditor. The Annual General Meeting resolved that the remuneration of the auditor shall be paid according to a reasonable invoice of the auditor.

2. Payment of dividend
The Annual General Meeting resolved, according to the proposal of the Board of Directors, 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.

3. Remuneration Report for Governing Bodies
The Annual General Meeting made a resolution on the approval of the Remuneration Report for Governing Bodies. The resolution is advisory.

4. Authorizing the Board of Directors to resolve on the repurchase of the company’s own shares
The Annual General Meeting resolved 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 amount corresponds to approximately ten (10) per cent of all the shares in the company, taking the company's own shares already held by the company into account. Repurchases under the authorization can 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 was 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 remains in force until the next Annual General Meeting, however, until 30 June 2022 by latest, and it replaces the authorization granted by the previous Annual General Meeting regarding the repurchase of the company’s own shares.

5. 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 Annual General Meeting resolved 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 was 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 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 remains in force until the next Annual General Meeting, however, until 30 June 2022 by latest, and it replaces the previous authorizations granted regarding a directed share issue and the disposal of treasury shares.

B. Resolutions of the organizing meeting of Nixu Corporation’s Board of Directors

At the Organizing meeting, held after the Annual General Meeting, the Board of Directors elected Kimmo Rasila as Chairman of the Board and Marko Kauppi as Deputy Chairman of the Board.

The Board of Directors elected Kati Hagros as Chair and Jaya Baloo and Kimmo Rasila as members of the Personnel and Remuneration Committee.

In addition, The Board of Directors elected Jari Niska as Chair and Marko Kauppi ja Anders Silwer as members of the Audit Committee.

Nixu Corporation
The 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

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