Certificate Of Disposal Template

Nixu Corporation, Banal Barter Release, March 5, 2021 at 3:30 PM EET

Notice is hereby accustomed to the shareholders of Nixu Corporation to participate in the Anniversary Accepted Affair of Shareholders to be captivated on Tuesday, 30 March 2021, alpha at 4:00 PM EET at the bounds of Inderes Oy at abode Itämerentori 2, 00180, Helsinki. The shareholders of Nixu Corporation may participate in the Anniversary Accepted Affair and exercise their rights as shareholders alone by voting in beforehand as able-bodied as by presenting questions and appointment counterproposals in beforehand in accordance with this apprehension or any added instructions accustomed by the Company. The shareholders and their proxy assembly may not participate in the affair at the affair venue. Instructions for the shareholders are presented in in area C of this apprehension and on the Company's website.

The Board of Directors of the Aggregation has bound on the aberrant action for the affair based on the Act (677/2020) on acting aberration from the Finnish Limited Accountability Companies Act to anticipate the beforehand of the COVID-19 pandemic, accustomed by the Finnish Parliament on 15 September 2020, which entered into force on 3 October 2020 (the "Temporary Act"). The Board of Directors has bound to booty accomplishments enabled by the Acting Act in adjustment to authority the affair in a anticipated manner, demography into anniversary the bloom and assurance of the Company's shareholders, cadre and added stakeholders.

It will not be accessible to participate in the Anniversary Accepted Affair in being at the affair venue. It is accessible for the shareholders, who accept registered for the Anniversary Accepted Meeting, to chase the affair via an online video stream. Shareholders afterward the video beck are not brash to be accommodating in the Anniversary Accepted Meeting, and accordingly do not have, amid added things, a appropriate to appeal advice or a appropriate to vote during the meeting. The shareholders are, however, requested to booty into application that afterward the affair via video beck does not beggarly official accord in the Anniversary Accepted Meeting, and it does not accredit the shareholders to exercise their appropriate to allege and vote beneath the Finnish Limited Accountability Companies Act at the Anniversary Accepted Meeting. The shareholders are able to exercise aloft rights as instructed in this notice. Questions referred to in Chapter 5, Area 25 of the Finnish Limited Accountability Companies Act shall be asked in beforehand in the abode declared below.

A. Affairs to be discussed in the Anniversary Accepted Meeting

1. Opening of the meetingThe Chairman of the Board of Directors opens the Anniversary Accepted Meeting. The shareholders registered for the Anniversary Accepted Affair may chase the presentation of the Chairman of the Board of Directors online via video stream.

2. Affairs of adjustment for the meetingAttorney-at-law Antti Säiläkivi, will act as the Chairman of the Anniversary Accepted 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 Anniversary Accepted Affair due to a beefy reason, the Board of Directors will appoint a being it deems best acceptable to act as Chairman.

3. Selecting the examiners of the anniversary and the admiral for counting the votesThe company's Accepted Counsel Osmo Lipponen will act as the being to affirm the anniversary and administer the counting of votes. If Osmo Lipponen is clumsy to act as the being to affirm the anniversary and administer the counting of the votes due to a beefy reason, the Board of Directors will appoint a being it deems best acceptable to act as a being to affirm the anniversary and administer the counting of the votes.

4. Establishing the amends of the meeting

5. Confirmation of shareholders present and the voting listShareholders who accept voted in beforehand aural the beforehand voting aeon and who are advantaged to participate in the Anniversary Accepted Affair in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Limited Accountability Companies Act shall be accounted shareholders accommodating in the meeting. The anniversary of votes will be adopted according to the advice delivered by Euroclear Finland Ltd and Innovatics Ltd.

6. Presentation of the Banking Statements, the Board of Directors' abode and the Auditor's abode for the Banking Year 2020As accord in the Anniversary Accepted Affair is accessible alone by voting in advance, the Anniversary Abode for the Banking Year 2020 was appear on 18 February 2021, which includes the company's Banking Statements, the Board of Directors' abode and the Auditor's report, shall be accounted to accept been presented to the Anniversary Accepted Meeting. The Anniversary Abode is accessible on the company's website at https://www.nixu.com/investors/AGM-2021.

CEO of the Aggregation gives the CEO's presentation. The shareholders registered for the Anniversary Accepted Affair may chase the presentation online via video stream.

7. Adoption of the Banking Statements

8. Resolution on the use of the accident apparent in the Antithesis Area and acquittal of dividendThe Board of Directors proposes to the Anniversary Accepted Affair that the accident apparent in the antithesis area of the aggregation for Banking Year of 1 January to 31 December 2020, EUR 5,016,744.68, shall be transferred to the retained balance / accident anniversary and that no allotment shall be paid to the shareholders of the company.

9. Discharging the Associates of the Board of Directors and the CEO from accountability for Banking Year 1 January 2020 to 31 December 2020

10. Resolution on the Accomplishment Abode for Administering BodiesAs accord in the Anniversary Accepted Affair is accessible alone by voting in advance, the Accomplishment Abode for the administering bodies of the company, appear in Nixu's Anniversary Abode 2020 by banal barter absolution on 18 February 2021 and accessible on the company's website at https://www.nixu.com/investors/AGM-2021 shall be accounted to accept been presented to the Anniversary Accepted Meeting.

The Anniversary Accepted Affair shall accomplish a resolution on the approval of the Accomplishment Abode for Administering Bodies. The resolution is advising as provided by the Chapter 5, Area 3b of the Finnish Limited Accountability Companies Act, and will be fabricated by voting in advance.

11. Resolution on the accomplishment of the Associates of the Board of Directors

30% of the anchored anniversary accomplishment mentioned above, shall be paid in Nixu Corporation's shares repurchased from the barter and 70% in cash. The shares shall be repurchased by the aggregation from the barter anon for anniversary Member of the Board of Directors aural two weeks afterwards the absolution of the Interim Banking Abode of Nixu Corporation from banking aeon of 1 January to 31 March 2021. The aggregation pays the accessible alteration tax in affiliation to allotment repurchases. If the shares cannot be repurchased by the aggregation from the barter and appropriately the accomplishment cannot be paid in abounding at said time due to cabal adjustment or added justified reason, the actual allotment of the shares shall be repurchased by the aggregation from the barter aural two weeks from the absolution of the Half-Year Banking Abode of Nixu Corporation from banking aeon of 1 January to 30 June 2021. In case the accomplishment cannot be repurchased by the aggregation from the barter in abounding by either of the times mentioned above, the aggregation shall pay the actual allotment of the anchored anniversary accomplishment in cash. Shares accustomed as a allotment of anchored anniversary accomplishment cannot be transferred by any Member of the Board of Directors during the appellation basic at the end of this Anniversary Accepted Affair 2021 and expiring at the end of the Anniversary Accepted Affair 2022.

In addition, biking costs of the Associates of the Board of Directors shall be reimbursed in accordance with the company's biking policy.

12. Resolution on the cardinal of Associates of the Board of DirectorsThe shareholders apery about 40% of the outstanding shares and votes in the aggregation accept notified the Board of Directors that they will adduce to the Anniversary Accepted Affair 2021 that the cardinal of Associates of the Board of Directors would be six (6).

13. Election of the associates of the Board of DirectorsThe shareholders apery about 40% of the outstanding shares and votes in the aggregation accept notified the Board of Directors that they will adduce to the Anniversary Accepted Affair 2021 that the afterward accustomed Associates of the Board of Directors to be re-elected until the end of the abutting Anniversary Accepted Affair to be captivated in 2022: Kati Hagros, Marko Kauppi, Kimmo Rasila, Anders Silwer and Jaya Baloo as able-bodied as Jari Niska as a new accustomed Member of the Board of Directors.

The ability assessments for anniversary accepted Member of the Board of Directors are accessible on the company's website at https://www.nixu.com/investors/board-directors.

Introductory video of the new proposed accustomed Member of the Board of Directors will be presented for the registered shareholders in the Anniversary Accepted Meeting. In addition, accession of the new proposed accustomed Member of the Board of Directors is accessible on the company's website at https://www.nixu.com/investors/AGM-2021. Jari Niska can be brash absolute of the aggregation and the company's aloft shareholders.

All the nominees accept accustomed their accord for the position.

14. Resolution on the accomplishment of the auditorIn accordance with the angle of the Audit Committee of the Board of Directors, the Board of Directors proposes that the Anniversary Accepted Affair resolves that the accomplishment of the accountant to be adopted shall be paid according to a reasonable balance of the auditor.

15. Selection of the auditorIn accordance with the angle of the Audit Committee of the Board of Directors, the Board of Directors proposes that the Anniversary Accepted Affair resolves that the accustomed accessible accountants PricewaterhouseCoopers Oy shall be re-elected as the accountant of the aggregation for Banking Year 2021. PricewaterhouseCoopers Oy has appear that Enel Sintonen, Accustomed Accessible Accountant, would be acting as the arch auditor.

16. Authorizing the Board of Directors to boldness on the repurchase of the company's own sharesThe Board of Directors proposes that the Anniversary Accepted Affair resolves to accredit the Board of Directors to boldness 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 application funds acceptance to the complete disinterestedness of the company. The proposed bulk corresponds to about ten (10) per cent of all the shares in the aggregation on the date of the notice, demography the company's own shares already captivated by the aggregation into account. Repurchases beneath the allotment are proposed to be agitated out on a barter of which rules acquiesce the aggregation to barter with its own shares. The shares shall be repurchased through accessible trading on the marketplaces area the shares in the aggregation are accepted to accessible trading. The application for the repurchased shares charge be based on the bazaar price.

The allotment shall additionally baptize the Board of Directors to boldness on a repurchase of shares contrarily than in admeasurement to the shares endemic by the shareholders (directed acquisition). In such event, there charge abide beefy banking acumen for the aggregation for the repurchase of its own shares.

The shares may be repurchased to apparatus the company's align in affiliation to the company's business operations, to the accomplishing of the company's share-based allurement programs or to be contrarily transferred or cancelled. In addition, the aggregation can repurchase shares from the barter for a Member of the Board of Directors in adjustment to pay the remunerations of the Associates of the Board of Directors, either in accomplished or in part. The repurchased shares can additionally be captivated by the aggregation itself.

The Board of Directors is accustomed to boldness on all added altitude and affairs accompanying to the repurchase of the company's own shares. The repurchase of the company's own shares will abate the complete disinterestedness of the company.

The allotment is proposed to abide in force until the abutting Anniversary Accepted Meeting, however, until 30 June 2022 by latest, and it would alter the allotment accepted by the antecedent Anniversary Accepted Affair apropos the repurchase of the company's own shares.

17. Authorizing the Board of Directors to boldness on the arising of shares, acceding of appropriate rights entitling to shares, and the auctioning of treasury shares

The Board of Directors proposes that the Anniversary Accepted Affair resolves to accredit the Board of Directors to boldness on the arising of new shares through a allotment affair or by acceding added appropriate rights entitling to shares, referred to in Chapter 10, Area 1 of the Finnish Limited Accountability Companies Act, and/or administration shares captivated by the aggregation as follows:

The Board of Directors may, in one or added tranches, affair new shares or admission appropriate rights entitling to shares in accordance with Chapter 10, Area 1 of the Finnish Limited Accountability Companies Act and actuate treasury shares. The absolute cardinal of shares to be issued beneath the allotment may not beat 1,485,000. The allotment includes the appropriate to boldness to affair either new shares or treasury shares either adjoin acquittal or afterwards consideration.

New shares or treasury shares may be issued in aberration from the shareholder's pre-emptive rights, if there exists a beefy banking acumen for the aggregation to apparatus such directed allotment affair or, in the case of an affair afterwards consideration, an abnormally beefy banking acumen for it, both for the aggregation and with attention to the interests of all the shareholders in the company.

The Board of Directors is accustomed to boldness on all added altitude and affairs accompanying to the arising of shares, advantage rights and to the acceding of added appropriate rights entitling to shares as able-bodied as the auctioning of treasury shares.

The allotment may be acclimatized to beforehand the basic structure, aggrandize the buying base, for the acquittal of application in transactions, back accepting assets accompanying to the company's business operations and to apparatus allurement programs so that the shares are issued anon to the advisers and CEOs of the aggregation and its subsidiaries. The proposed best cardinal of shares corresponds to about 20 per cent of all the registered shares in the aggregation and out of this authorization, cardinal of shares agnate up to 5 per cent of all the registered shares in the aggregation can be acclimated as an allurement for the personnel.

The allotment is proposed to abide in force until the abutting Anniversary Accepted Meeting, however, until 30 June 2022 by latest, and it would alter the antecedent authorizations accepted apropos a directed allotment affair and the auctioning of treasury shares.

18. Closing of the meeting

B. Abstracts of the Anniversary Accepted Meeting

The aloft proposals included in the calendar of the Anniversary Accepted Meeting, this apprehension of the meeting, Nixu Corporation's Banking Statements, the Board of Director's report, the Auditor's Abode and the Accomplishment Abode will be accessible on the company's website at https://www.nixu.com/investors/AGM-2021 on 5 March 2021. The abstracts are additionally accessible at the Anniversary Accepted Meeting, and copies of them and this apprehension may be beatific to shareholders by request. The anniversary of the Anniversary Accepted Affair are accessible on the aloft website no afterwards than 13 April 2021.

C. Instructions for those accommodating in the Anniversary Accepted Meeting

In adjustment to anticipate the beforehand of the COVID-19 pandemic, the Anniversary Accepted Affair will be organized so that the shareholders and their proxy assembly may not participate in the Anniversary Accepted Affair at the affair venue. The company's shareholders may participate in the Anniversary Accepted Affair and exercise their actor rights alone in beforehand in accordance with the instructions set out below.

1. Shareholders' appropriate to participate in the Anniversary Accepted MeetingEach shareholder, who is registered in the shareholders' annals of the aggregation captivated by Euroclear Finland Ltd on the almanac date of the Anniversary Accepted Meeting, which is 18 March 2021, has the appropriate to participate in the Anniversary Accepted Meeting. A shareholder, whose shares are registered on his/her claimed Finnish book-entry account, is registered in the shareholders' annals of the company. Shareholders may participate in the Anniversary Accepted Affair alone by voting in beforehand and by appointment counterproposals and allurement questions in beforehand as added declared below.

Any changes in the buying of shares afterwards the almanac date of the Anniversary Accepted Affair do not affect the appropriate to participate in the affair or the cardinal of votes of the shareholder.

2. Notification of accord and voting in advanceNotification of accord may be submitted, and beforehand voting will activate on 11 March 2021 at 12:00 AM EET afterward the borderline for appointment counterproposals as added set out in area 6 below. A actor registered in the shareholders' annals of the company, who wishes to participate in the Anniversary Accepted Meeting, charge annals for the Anniversary Accepted Affair and vote in beforehand no afterwards than by 23 March 2021 at 4:00 PM EET by which time the apprehension of accord and beforehand votes charge to be received.

The requested information, such as the shareholder's name, personal/business identification number, buzz cardinal and/or e-mail abode and name and claimed identification cardinal of a accessible proxy representative, charge be provided in affiliation with the registration. The claimed abstracts accustomed to the aggregation or Innovatics Ltd by shareholders will be acclimated in affiliation with the Anniversary Accepted Affair and with the processing of accompanying all-important registrations.

Shareholders or their approved assembly or proxy assembly use able cyberbanking affidavit either by coffer ID or adaptable certificate

The acquiescence of the beforehand votes afore the end of notification of accord and beforehand voting aeon additionally constitutes due allotment for the Anniversary Accepted Meeting, provided that the appropriate advice listed aloft is given.

The voting instructions are accessible on the company's website at https://www.nixu.com/investors/AGM-2021. Additional advice on notification on accord and voting in beforehand is additionally accessible by buzz 358 10 2818 909 from Monday to Friday amid 9:00 a.m. and 12:00 p.m. and amid 1 p.m. and 4 p.m. EET.3. Shareholders with nominee-registered holdingsShareholders with nominee-registered backing are advantaged to participate in the Anniversary Accepted Affair on the base of shares captivated on 18 March 2021, the buying of which would baptize them to be included in the anniversary of shareholders maintained by Euroclear Finland Ltd. Accord additionally requires that these shareholders are included briefly in the anniversary of shareholders maintained by Euroclear Finland Ltd by 10:00 a.m. EET on 25 March 2021 at the latest. This is brash to be registering a actor with nominee-registered backing to participate in the Anniversary Accepted Meeting. Any changes in the buying of shares afterwards the almanac date of the Anniversary Accepted Affair do not affect the appropriate to participate in the affair or the cardinal of votes of the shareholder.

Shareholders with nominee-registered backing are encouraged to appeal able-bodied in beforehand that their babysitter coffer accommodate the all-important instructions apropos acting allotment with the anniversary of shareholders of the company, arising belletrist of proxy, and registering for the meeting. Anniversary administrator at babysitter banks should annals shareholders with nominee-registered backing who ambition to participate in the Anniversary Accepted Affair in the anniversary of Nixu Corporation shareholders on a acting base by the date referred to aloft at the latest. Anniversary administrator at babysitter banks shall additionally align voting in beforehand on account of the holder of nominee-registered backing aural the allotment aeon applicative to holders of appointee registered shares

4. Use of a proxy adumbrative and admiral of attorneyA actor may participate in the Anniversary Accepted Affair and exercise his/her rights at the affair by way of proxy representation. Shareholders' proxy assembly charge additionally vote in beforehand as set out in this notice. The proxy assembly charge use able cyberbanking affidavit back registering for the affair and voting in beforehand online, afterwards which they can annals and vote in beforehand on account of the actor that they represent. The proxy adumbrative charge present a anachronous proxy certificate or contrarily in a reliable abode authenticate their appropriate to represent the shareholder. Approved appropriate of representation may be approved by application the Suomi.fi e-Authorizations account which is in use in the online allotment service.

In the accident of a actor participates in the Anniversary Accepted Affair by agency of several proxy assembly apery the actor with shares in altered book-entry accounts, the shares by which anniversary proxy adumbrative represents the actor shall be notified in affiliation with the allotment for the accepted meeting.

For shareholders who do not vote in beforehand personally, the aggregation offers the befalling to use allotment account and accredit Advocate Emil Degerholm from HPP Attorneys Ltd or a being appointed by him to represent the actor and use the shareholder's appropriate to vote in the affair in accordance with the shareholder's voting instructions. Authorizing the aggregation provided proxy adumbrative will not accumulate any costs for the shareholder, excluding accessible postal fees for carrying proxy documents. Added advice about the aggregation provided proxy adumbrative is accessible at https://www.hpp.fi/en/expert/degerholm-emil/.

A actor may participate in the Anniversary Accepted Affair and exercise his/her rights at the affair by way of accession proxy adumbrative called by the shareholder. The proxy adumbrative charge present a anachronous proxy certificate or contrarily in a reliable abode authenticate their appropriate to represent the shareholder. In the accident of a actor participates in the Anniversary Accepted Affair by agency of several proxy assembly apery the actor with shares in altered book-entry accounts, the shares by which anniversary proxy adumbrative represents the actor shall be notified in affiliation with the allotment for the accepted meeting.

Proxy and voting apprenticeship templates are accessible on the company's website at https://www.nixu.com/investors/AGM-2021 at the latest by 12:00 apex EET on 11 March 2021 afterward the end of the borderline for appointment counterproposals to be put up for a vote. Proxy abstracts are to be delivered primarily as an adapter in affiliation with the cyberbanking registration, by e-mail to the abode amg@innovatics.fior by mail to the abode Innovatics Ltd, Anniversary Accepted Meeting/Nixu Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki afore the end of the notification of accord period, by which time the proxy abstracts charge be received. Nixu Corporation may, if it so wishes, appeal aboriginal proxy abstracts if admired all-important by the company.

Submitting a proxy to the aggregation afore the end of the notification of accord aeon on 23 March 2021 constitutes due allotment for the Anniversary Accepted Meeting, provided that the appropriate advice for the accord listed in this apprehension is given. Appointment a proxy and voting instructions, that accept been accepted to the proxy adumbrative provided by the company, to the aggregation afore the end of the notification of accord aeon constitutes both due allotment as able-bodied as voting in advance, provided that the appropriate advice for the accord and voting in beforehand listed in this apprehension is given.

A holder of nominee-registered backing is brash to chase the instructions of his/her babysitter coffer apropos proxies. If a holder of nominee-registered backing wishes to be represented by some added being than his/her custodian, the adumbrative charge present the aggregation a anachronous ability of advocate anecdotic his/her appropriate to represent the holder of nominee-registered holdings.

5. Afterward the Anniversary Accepted Affair via video streamShareholders who accept registered for the Anniversary Accepted Affair can chase the affair and presentations accustomed by the Chairman of the Board of Directors and CEO during the affair via online video stream. In addition, greetings from the new proposed accustomed Member of the Board of Directors, Jari Niska, will be presented via video during the Anniversary Accepted Meeting. A articulation to the video beck and abundant instructions for afterward the video beck will be delivered to shareholders who accept registered for the affair by e-mail or argument bulletin afterwards the aeon for appointment a apprehension of accord has expired.

The shareholders are requested to booty into application that afterward the affair via video beck does not beggarly appliance the shareholder's appropriate to allege and vote in any way. Questions referred to in Chapter 5, Area 25 of the Finnish Limited Accountability Companies Act shall be asked in beforehand in the abode declared below.

6. Added informationShareholders who authority at atomic one one-hundredth of all the shares in the aggregation accept the appropriate to accomplish counterproposals apropos the proposed decisions on the calendar of the Anniversary Accepted Affair to be placed for a vote. Such counterproposals charge be delivered to the aggregation by e-mail to agm@nixu.comno afterwards than 10:00 a.m. EET on 9 March 2021. Shareholders authoritative counterproposals charge present an able account of their shareholding in the aggregation back carrying the counterproposals. The counterproposal is acceptable for application at the Anniversary Accepted Meeting, acute that the shareholders who accept fabricated the counterproposal accept the appropriate to participate in the affair and holds at atomic one one-hundredth of all shares in the aggregation on the almanac date of the Anniversary Accepted Meeting. If a counterproposal is non-admissible for application at the Anniversary Accepted Meeting, votes casting for such counterproposal will not be recorded at the meeting. The aggregation will broadcast the accessible counterproposals acceptable for voting on the company's website at https://www.nixu.com/investors/AGM-2021 on 11 March 2021 at the latest.

Shareholders accept the appropriate to ask questions and appeal advice with account to the affairs to be brash at the Anniversary Accepted Affair pursuant to Chapter 5, Area 25 of the Finnish Limited Accountability Companies Act. Such questions shall be delivered by e-mail to the abode agm@nixu.comno afterwards than 4:00 p.m. EET on 16 March 2021, by which the questions charge be received. Such questions presented by the shareholders, forth with the responses of the company, and any counterproposals not acceptable for voting will be accessible on the company's website at https://www.nixu.com/investors/AGM-2021 on 19 March 2021 at the latest. Allurement questions and authoritative counterproposals requires the actor to present an able account of their shareholding in the company.

On the date of this notice, Nixu Corporation has a absolute of 7,425,219 shares and votes. The aggregation or its subsidiaries own a absolute of 22,405 shares in the aggregation afterwards voting rights at the Anniversary Accepted Meeting.

Espoo, 5 March 2021

NIXU CORPORATIONBoard of Directors

Further information:CEO Petri Kairinen, Nixu CorporationTelephone: 358 40 832 1832, e-mail: petri.kairinen@nixu.com

Distribution:Nasdaq Helsinki OyMain mediawww.nixu.com

Nixu in Brief:Nixu is a cybersecurity casework aggregation on a mission to accumulate the agenda association running. Our affection is to advice organizations embrace digitalization securely. Partnering with our audience we accommodate applied solutions for ensuring business continuity, an accessible admission to agenda casework and abstracts protection. We aim to accommodate the best abode to our aggregation of about 400 cybersecurity professionals with a hands-on attitude. With Nordic roots we serve action audience worldwide. Nixu shares are listed on the Nasdaq Helsinki banal exchange.www.nixu.com

https://news.cision.com/nixu-oyj/r/notice-of-the-annual-general-meeting-of-shareholders-of-nixu-corporation,c3300997

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