Aspocomp Group Oyj — Proxy Solicitation & Information Statement 2021

Mar 10, 2021

Aspocomp Group Plc.
Business ID: 1547801-5

ASPOCOMP GROUP PLC.

PROPOSALS OF THE BOARD OF DIRECTORS

TO THE ANNUAL GENERAL MEETING OF APRIL 13, 2021

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

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting resolves to authorize the Board of Directors to decide, at its discretion, on the distribution of up to EUR 0.07 per share from retained earnings and / or return on invested equity in one or more tranches. It is proposed that the authorization be valid until the beginning of the next Annual General Meeting. The company will publish any Board decision on the distribution of funds separately and at the same time confirms the relevant reconciliation and payment dates. Therefore, the Board of Directors proposes to the Annual General Meeting that no dividend shall be distributed by a decision of the Annual General Meeting.

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

The Board of Directors proposes to the Annual General Meeting that the amount of remuneration payable to the Board of Directors remain the same as in the ending term and that Board Members be thus compensated as follows: EUR 30,000 for the chairman of the Board of Directors, EUR 20,000 for the vice chairman, and EUR 15,000 for each of the other members in remuneration for their term of office. The Board of Directors further proposes that EUR 1,000 be paid as remuneration per meeting to the chairman and that the other members be paid EUR 500 per meeting of the Board and its committees. The Board of Directors also proposes that the members of the Board of Directors be reimbursed for reasonable travel costs.

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

The Board of Directors proposes to the Annual General Meeting that the number of members of the Board of Directors be four (4).

4. 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. Jukka Huuskonen (born 1964) and Mr. Anssi Korhonen (born 1965) be elected as a new member 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/agm.

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Aspocomp Group Plc.
Business ID: 1547801-5

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.

5. 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.

6. 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. Mikko Nieminen, 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.

7. 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 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 General Meeting on June 9, 2020 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, 2022.

In Espoo, March 10, 2021

ASPOCOMP GROUP PLC.
BOARD OF DIRECTORS