Nixu Oyj — AGM Information 2021

Mar 30, 2021

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

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

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.

1. 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.

2. 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.

3. 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.

1. 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