Nixu Oyj — Proxy Solicitation & Information Statement 2021

Mar 5, 2021

Notice of the Annual General Meeting of Shareholders of Nixu Corporation

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