Aspocomp Oyj : Minutes of AGM 2024

ASPOCOMP GROUP PLC

MINUTES 1/2024

Unofficial translation of the original signed document in Finnish.

In case of discrepancy, the Finnish version shall prevail.

ANNUAL GENERAL MEETING OF ASPOCOMP GROUP PLC

Time:April 18, 2024 at 10:00 a.m.

Place:Keilaranta 1, 1st floor Auditorium, Espoo

Present:Shareholders and their proxy representatives and assistants registered in the list of votes approved at the meeting were represented at the meeting.

In addition, the members Board of Directors, the CEO, other management, the principal auditor, advisors and technical staff were present.

1 § OPENING OF MEETING

The Chair of the Board of Directors, Päivi Marttila, opened the meeting and welcomed shareholders to the meeting.

2 § CALLING MEETING TO ORDER

Katia Duncker, attorney-at-law, was elected as the Chair of the General Meeting, and she invited Vuokko Rajamäki, attorney-at-law, to act as the secretary of the meeting.

The Chair explained the procedures for dealing with the matters on the agenda of the meeting.

The Chair noted that Skandinaviska Enskilda Banken AB (Publ) Helsinki Branch, i.e. SEB, had submitted voting instructions of nominee registered shareholders to the company prior to the General Meeting. SEB had announced that its clients did not require those items on the agenda, where the instruction was to vote against the proposal or to not participate in the discussion of the matter, to be voted on, but that appending the voting instructions to the minutes would suffice.

The summary list of the voting instructions was appended to the minutes (Appendix 1).

It was noted that the Board of Directors' and the Shareholders' Nomination Board's proposals to the General Meeting had been included in the notice to the General Meeting in their entirety.

3 § ELECTION OF PERSONS TO SCRUTINIZE MINUTES AND SUPERVISE COUNTING OF VOTES

Marian Ärväs and Markku Tilli were elected to scrutinize the minutes and also to supervise the counting of votes if necessary.

4 § RECORDING LEGALITY OF MEETING

It was noted that the notice to the meeting had been published on the company's website and by a stock exchange release on March 14, 2024.

It was noted that the documents required to be kept available in accordance with the Finnish Limited Liability Companies Act had been available on the company's website for at least three weeks prior to the meeting.

It was noted that the General Meeting had been convened legally in accordance with the Articles of Association and the Finnish Limited Liability Companies Act and the meeting constituted a quorum.

ASPOCOMP GROUP PLC

MINUTES 1/2024

Unofficial translation of the original signed document in Finnish.

In case of discrepancy, the Finnish version shall prevail.

The notice to the meeting was appended to the minutes (Appendix 2).

5 § RECORDING ATTENDANCE AT MEETING AND ADOPTION OF LIST OF VOTES

It was recorded that the shareholders' register of the company was available for review at the General Meeting.

The attendance status and list of votes as per the opening of the meeting were presented, according to which 20 shareholders were present at the General Meeting in its opening either in person, by legal representative or by proxy, representing a total 3,090,504 shares and votes, which corresponds to approximately 45.2 percent of all the shares and votes in the company.

The attendance status and list of votes as per the opening of the meeting were appended to the minutes (Appendix 3). It was noted that the list of votes would be adjusted to correspond to the attendance at the beginning of a possible vote.

6 § PRESENTATION OF ANNUAL ACCOUNTS, CONSOLIDATED ANNUAL ACCOUNTS, REPORT OF BOARD OF DIRECTORS AND AUDITOR'S REPORT FOR YEAR 2023

It was noted that the annual accounts documentation and the auditor's report had been available on the company's website as of March 27, 2024 and they were also available at the meeting venue. It was further noted that the annual accounts for the financial year 2023 consists of the income statement, the balance sheet and the cash flow statement together with notes thereto, as well as the consolidated annual accounts and the report of the Board of Directors.

The CEO, Mikko Montonen, held the CEO's presentation in which he covered the company's most significant events during the year 2023 and presented the company's annual accounts for the year 2023.

Tuukka Kiuru, Authorized Public Accountant, from PricewaterhouseCoopers Oy presented the auditor's report.

The CEO's presentation and the annual accounts documentation (including the auditor's report) were appended to the minutes (Appendix 4 and Appendix 5).

It was noted that the company's annual accounts, consolidated annual accounts, report of the Board of Directors', and the auditor's report had been presented to the General Meeting in accordance with the law and the Articles of Association.

7 § ADOPTION OF ANNUAL ACCOUNTS AND CONSOLIDATED ANNUAL ACCOUNTS

The General Meeting adopted the annual accounts and the consolidated annual accounts for the financial period ended on December 31, 2023.

8 § RESOLUTION ON USE OF PROFIT SHOWN ON BALANCE SHEET AND PAYMENT OF DIVIDEND

It was noted that the Board of Directors had proposed to the General Meeting that no dividend be paid for the fiscal year January 1- December 31, 2023.

The General Meeting resolved on the use of the profit shown on the balance sheet and the payment of the dividend in accordance with the proposal of the Board of Directors.

9 § RESOLUTION ON DISCHARGE OF MEMBERS OF BOARD OF DIRECTORS AND CEO FROM LIABILITY

It was noted that granting the discharge from liability for the financial year 2023 concerns the following persons:

ASPOCOMP GROUP PLC

MINUTES 1/2024

Unofficial translation of the original signed document in Finnish.

In case of discrepancy, the Finnish version shall prevail.

• Päivi Marttila, Chair of the Board of Directors
• Kaarina Muurinen, member of the Board of Directors
• Jukka Huuskonen, member of the Board of Directors
• Anssi Korhonen, member of the Board of Directors
• Mikko Montonen, CEO

It was recorded that the agenda item was discussed. A shareholder, Joensuun Kauppa ja Kone Oy, represented by Kyösti Kakkonen, (ballot number 4) requested that his view, that the CEO had not acted actively enough to acquire new customers and to improve the situation of the company, be noted in the minutes. Kakkonen did not object granting discharge from liability or demand vote on the matter.

The General Meeting resolved to grant discharge from liability to the members of the Board of Directors and the CEO for the financial year 2023.

10 § PRESENTATION OF REMUNERATION REPORT 2023 FOR GOVERNING BODIES

It was noted that the company's remuneration report for governing bodies 2023 had been published by a stock exchange release on March 14, 2024 as of which date it had been available on the company's website. The remuneration report was also available at the meeting venue.

Päivi Marttila, the Chair of the Board of Directors, presented the remuneration report for governing bodies.

It was noted that the remuneration report 2023 was presented to the General Meeting. The remuneration report was appended to the minutes (Appendix 6).

It was noted that the Board of Directors had proposed to the General Meeting that it would approve the remuneration report for governing bodies 2023. The resolution concerning approval of the remuneration report is advisory in nature.

The General Meeting resolved to approve the remuneration report for governing bodies concerning the year 2023.

11 § PRESENTATION OF REMUNERATION POLICY FOR GOVERNING BODIES

It was noted that the company's remuneration policy for governing bodies 2024-2027 had been published as an appendix to the notice to the General Meeting on March 14, 2024 as of which date it had been available on the company's website. The remuneration policy was also available at the meeting venue.

Päivi Marttila, the Chair of the Board of Directors, presented the remuneration policy for governing bodies.

It was noted that the remuneration policy was presented to the General Meeting. The remuneration policy was appended to the minutes (Appendix 7).

It was noted that the Board of Directors had proposed to the General Meeting that it would approve the remuneration policy for governing bodies 2024-2027. The resolution concerning approval of the remuneration policy is advisory in nature.

It was recorded that the agenda item was discussed. The shareholder, Joensuun Kauppa ja Kone Oy, represented by Kyösti Kakkonen, (ballot number 4) requested that his view, that development of shareholder value should be the most important anchor for the remuneration of the management and thus the share price of the company should be better taken into account when deciding on the remuneration in the future, be noted in the minutes. In addition, Kakkonen proposed that the company should include the major shareholders in decision

ASPOCOMP GROUP PLC

MINUTES 1/2024

Unofficial translation of the original signed document in Finnish.

In case of discrepancy, the Finnish version shall prevail.

making on the remuneration of the management and that the company should establish a committee where the major shareholders would be represented, and which would have the authority to decide on the remuneration of the management going forward and at least for the year 2025. Kakkonen objected the approval of the remuneration policy for governing bodies and demanded a full vote count in the matter.

It was noted that a full counting of votes was carried out on the agenda item. The attendance status and list of votes was updated and appended to the minutes (Appendix 8). The Chair explained the voting instructions.

It was noted that a total of 3,090,104 shares and votes, i.e. all shares represented on the agenda item, participated in the voting. Thus, of all shares in the company, the proportion of the shares that participated in the voting was approximately 45.2 percent. 1,753,018 votes representing approximately 56.7 percent of the votes cast voted for the approval of the remuneration policy for governing bodies, and 1,337,086 votes representing approximately 43.3 percent of the votes cast voted against the approval of the remuneration policy for governing bodies. The voting result was appended to the minutes (Appendix 9).

Based on the results of the vote, the General Meeting resolved to approve the remuneration policy for governing bodies 2024-2027.

12 § RESOLUTION ON REMUNERATION OF MEMBERS OF BOARD OF DIRECTORS

It was noted that the Shareholders' Nomination Board had proposed to the 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 Chair of the Board of Directors, EUR 20,000 for the Vice Chair, and EUR 15,000 for each of the other members in remuneration for their term of office. The Nomination Board had further proposed that EUR 1,000 be paid as remuneration per meeting to the Chair and that the other members be paid EUR 500 per meeting of the Board and its committees. The Nomination Board had also proposed that the members of the Board of Directors be reimbursed for reasonable travel costs. The Nomination Board had also proposed that earning-related pension insurance contributions are paid voluntarily for the paid remuneration.

It was recorded that the agenda item was discussed. A shareholder Jouni Koskinen (ballot number 19) objected the proposal of the Shareholders' Nomination Board regarding the payment of earning-related pension insurance contributions and proposed a counter proposal that the proposal of the Shareholders' Nomination Board can be approved in other respects, but earning-related pension insurance contributions are not paid voluntarily for the paid remuneration. Koskinen demanded vote on the matter.

It was noted that a full counting of votes was carried out on the agenda item. The attendance status and list of votes was updated and appended to the minutes (Appendix 10). The Chair explained the voting instructions.

It was noted that a total of 3,090,104 shares and votes, i.e. all shares represented on the agenda item, participated in the voting. Thus, of all shares in the company, the proportion of the shares that participated in the voting was approximately 45.2 percent. 1,769,177 votes representing approximately 57.3 percent of the votes cast voted for the proposal of the Shareholders' Nomination Board, and 1,320,927 votes representing approximately 42.8 percent of the votes cast voted for the counter proposal of the shareholder. The voting result was appended to the minutes (Appendix 11).

Based on the results of the vote, the General Meeting resolved on the remuneration of the members of the Board of Directors in accordance with the proposal of the Shareholders' Nomination Board.

ASPOCOMP GROUP PLC

MINUTES 1/2024

Unofficial translation of the original signed document in Finnish.

In case of discrepancy, the Finnish version shall prevail.

13 § RESOLUTION ON NUMBER OF MEMBERS OF BOARD OF DIRECTORS

It was noted that the Shareholders' Nomination Board had proposed to the General Meeting that five (5) members would be elected to the Board of Directors.

The General Meeting resolved on the number of members of the Board of Directors in accordance with the proposal of the Shareholders' Nomination Board.

14 § ELECTION OF MEMBERS OF BOARD OF DIRECTORS

It was noted that the Shareholders' Nomination Board had proposed to the General Meeting that the current members of the Board of Directors Ms. Päivi Marttila, Ms. Kaarina Muurinen, Mr. Jukka Huuskonen and Mr. Anssi Korhonen be re-elected as members to the Board of Directors and Mr. Ville Vuori be elected as a new member of 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 new member candidate for the Board of Directors Ville Vuori introduced himself to the General Meeting.

The General Meeting resolved on the election of members of the Board of Directors in accordance with the proposal of the Shareholders' Nomination Board.

15 § RESOLUTION ON REMUNERATION OF AUDITOR

It was noted that the Board of Directors had proposed to the General Meeting that auditor's fees be paid according to the auditor's invoice.

The General Meeting resolved on the auditor's remuneration in accordance with the proposal of the Board of Directors.

16 § ELECTION OF AUDITOR

It was noted that the Board of Directors had proposed to the General Meeting that Ernst & Young Oy, Authorized Public Accountants be elected as the company's auditor. Ernst & Young Oy has notified that Ms. Erika Grönlund, 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.

The General Meeting resolved on the election of auditor in accordance with the proposal of the Board of Directors.

17 § AUTHORIZING BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUES AS WELL AS ISSUE OF OPTIONS AND OTHER SPECIAL RIGHTS

It was noted that the Board of Directors had proposed to the General Meeting that the Board of Directors would 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 Finnish Limited Liability Companies Act as follows:

The number of shares to be issued based on the authorization may in total amount to a maximum of 681,144 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 Finnish Limited Liability Companies Act may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).

ASPOCOMP GROUP PLC

MINUTES 1/2024

Unofficial translation of the original signed document in Finnish.

In case of discrepancy, the Finnish version shall prevail.

The authorization cancels the authorization given by the General Meeting on April 20, 2023, 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, 2025.

The General Meeting resolved to authorize the Board of Directors to decide on share issues as well as issues of options and other special rights in accordance with the proposal of the Board of Directors.

18 § CLOSING OF MEETING

Päivi Marttila, the Chair of the Board of Directors, gave a speech to the General Meeting participants.

It was noted that all items on the agenda of the General Meeting had been handled and all the resolutions had been made.

It was noted that the minutes will be available at the company's headquarters and on the company's website at the latest within two weeks of the meeting.

The Chair thanked the shareholders and the company's management and closed the meeting at 11:55 a.m.

ASPOCOMP GROUP PLC

MINUTES 1/2024

Unofficial translation of the original signed document in Finnish.

In case of discrepancy, the Finnish version shall prevail.

Chair of the General Meeting:	KATIA DUNCKER
	_________________________
	Katia Duncker

	VUOKKO RAJAMÄKI
In fidem:	_________________________
	Vuokko Rajamäki

Minutes scrutinized and approved:	MARIAN ÄRVÄS
	_________________________
	Marian Ärväs

MARKKU TILLI

_________________________

Markku Tilli

ASPOCOMP GROUP PLC

MINUTES 1/2024

Unofficial translation of the original signed document in Finnish.

In case of discrepancy, the Finnish version shall prevail.

APPENDICES

Appendix 1	Summary list of the voting instructions
Appendix 2	Notice to the General Meeting
Appendix 3	Attendance status and list of votes
Appendix 4	CEO's presentation
Appendix 5	Annual accounts documentation
Appendix 6	Remuneration report for governing bodies 2023
Appendix 7	Remuneration policy for governing bodies
Appendix 8	Attendance status and list of votes, agenda item 11
Appendix 9	Voting results, agenda item 11
Appendix 10	Attendance status and list of votes, agenda item 12
Appendix 11	Voting results, agenda item 12