Notice To Modulight Corporation's Annual General Meeting

The shareholders of Modulight Corporation are invited to the Annual General Meeting to be held on 2 May 2025 from 1.00 p.m. (Finnish time) at Kampusareena Auditorium A223 at the address Korkeakoulunkatu 7, Tampere FI-33720, Finland. The reception of those who have registered for the Meeting and distribution of ballot papers will start on 12.00 p.m. (Finnish time) at the Meeting venue.

Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are set out in Part C of this notice to the General Meeting. Prior to the Meeting, shareholders may also submit written questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on matters to be discussed at the Meeting. Instructions on how to submit written questions are set out in Section C of this notice to the General Meeting.

A. Matters to be discussed at the Annual General Meeting

The Annual General Meeting will discuss the following matters:

1. Opening of the Meeting
2. Matters of order for the Meeting
3. Election of the persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legal convening of the Meeting and quorum
5. Establishment of the persons present and confirmation of the voting list
6. Presentation of the financial statements, the report of the Board of Directors and auditor's report for the year 2024
Presentation of the CEO's review.
The company’s financial statements, the report of the Board of Directors and the auditor's report have been available on the company's website at https://modulight.com/reports-presentations/ as of 14 March 2025.
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The Board of Directors proposes to the Annual General Meeting that the result for the financial year 2024, amounting to EUR -6,079 thousand, be transferred to the profit/loss account and that no dividend be distributed based on the balance sheet adopted for the financial year 2024.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Non-binding discussion of the Remuneration Report for Governing Bodies 2024
The Board of Directors proposes to the Annual General Meeting the company's Remuneration Report for Governing Bodies 2024 be adopted. According to the Limited Liability Companies Act, the decision is advisory.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Chair of the Board be paid EUR 5,000 per month and each Board Member EUR 2,500 per month in remuneration.
Furthermore, the Shareholders’ Nomination Board proposes that the remuneration paid to the members of the Board of Directors may be paid both in company shares and in cash, and that travel expenses of all Board Members be reimbursed in accordance with the company’s valid travel policy.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be four (4).
13. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that Jyrki Liljeroos, Seppo Orsila, Timur Kärki and Anne Koutonen be re-elected as members of the Board of Directors for a term ending at the closing of the Annual General Meeting 2026. Pia Kantola, who previously served as a member of the Board of Directors, has moved on to new assignments and will therefore not be available in the future. Furthermore, the Shareholders’ Nomination Board proposes that Anne Koutonen be elected as the Chair of the Board of Directors.
All candidates have given their consent to the position. All nominees are independent of the company and its significant shareholders, except for Seppo Orsila, who is dependent on the company and its significant shareholders. Orsila is the CEO of the company and one of the largest shareholders of the company.
More information on the candidates and their independence is available on the company’s website at modulight.com/agm2025/.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the auditor’s fee be paid in accordance with an invoice approved by the company.
15. Election of the auditor
The Board of Directors proposes to the Annual General Meeting that Moore Idman Oy, an authorised audit firm, be elected as the company’s auditor for a term of office expiring upon the closing of the following Annual General Meeting. Moore Idman Oy has announced that Jussi Savio, Authorised Public Accountant, would act as the auditor with principal responsibility.
16. Authorising the Board of Directors to decide on the repurchase of the company’s own shares and/or accepting them as a pledge
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorise the Board of Directors to decide upon the repurchase of a maximum of 4,261,693 of the company’s own shares and/or accepting the same number of the company’s own shares as a pledge, in one or more tranches, by using the company’s unrestricted equity. The maximum total of shares that will be repurchased and/or accepted as a pledge corresponds to approximately 10 % of all shares in the company as at the date of this notice. However, the company cannot, together with its subsidiaries, own its own shares or accept them as a pledge altogether more than 10 % of the company’s all shares at any point in time.
The shares will be repurchased otherwise than in proportion to the holdings of the shareholders via public trading arranged by Nasdaq Helsinki Oy at the market price that applies on the date of the repurchase or at a price otherwise formed on the market. Shares can be repurchased and/or accepted as a pledge e.g. in order to execute a transaction or implement share-based incentive schemes or for other purposes as decided by the Board of Directors or otherwise for the purposes of further assignment, retention or cancellation of shares. The Board of Directors decides on all other terms and conditions that will apply to the repurchase and/or acceptance as a pledge of the company’s own shares.
The authorisation is proposed to be valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2026.
17. Authorising the Board of Directors to decide on a share issue as well as the issuance of options and other special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorise the Board to decide upon a share issue and the issuance of option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act in one or more tranches and either with or without consideration.
The number of shares to be issued, including the shares received on the basis of the option rights and other special rights entitling to shares, may not exceed 4,261,693 shares, which amounts to approximately 10 % of all shares in the company as at the date of this notice. The Board of Directors may decide to either issue new shares or to assign company shares that are held by the company.
The authorisation entitles the Board of Directors to decide on all terms and conditions that will apply to the share issue and to the issuance of option rights or other special rights entitling to shares, including the right to derogate from the shareholders’ pre-emptive subscription right. The shares can be used as consideration in transactions, as part of the company’s incentive scheme or for other purposes as decided by the Board of Directors.
The Board of Directors proposes that the authorisation remain in force until the closing of the next Annual General Meeting, however, not longer than until 30 June 2026. This authorisation will cancel any previous unused authorisations to decide on a share issue and the issuance of option rights or other special rights entitling to shares.
18. Closing of the Annual General Meeting
 
B. Documents of the Annual General Meeting

This notice, which contains all proposals for resolutions on the agenda of the Annual General Meeting, is available on Modulight Corporation's website at modulight.com/agm2025/. Modulight Corporation's financial statements, report of the Board of Directors, auditor's report and remuneration report will be available on said website by 11 April 2025. The proposed resolutions and other documents mentioned above will also be available for inspection at the General Meeting.

The minutes of the General Meeting will be available on the above-mentioned website from 16 May 2025 onwards.

C. Instructions for meeting participants

1. Shareholders registered in the shareholders' register
Shareholders who are registered in the shareholders' register of Euroclear Finland Oy on the record date of the General Meeting 17 April 2025 are entitled to participate the General Meeting. Any shareholder whose company shares are recorded in their personal Finnish book-entry account is automatically included in the company's shareholders' register. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.

The registration period for the General Meeting commences on 7 April 2025 at 10.00 a.m. (Finnish time). A shareholder who is registered in the company's shareholders' register and wishes to participate in the General Meeting must register for the Meeting no later than on 25 April 2025 at 4.00 p.m. (Finnish time), by which time the registration must be received. A shareholder can register for the General Meeting:

a) via the company's website at modulight.com/agm2025/. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish bank ID, or a mobile certificate.

b) by e-mail. shareholders registering by mail or e-mail shall submit the registration form and advance voting form available on the company's website modulight.com/agm2025/ or equivalent information to [email protected].

c) by mail. Shareholders registering by mail shall submit the registration form and advance voting form available on the company's website modulight.com/agm2025/ or equivalent information to Innovatics Oy, General Meeting / Modulight Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

d) Calling +358 10 2818 909 on weekdays between 9.00 a.m. and 12.00 p.m. and 1.00 p.m. and 4.00 p.m. (Finnish time)

When registering by phone, a shareholder cannot vote in advance.

The shareholder and their representative are required to provide information, such as the shareholder's name, date of birth or business ID, phone number and/or e-mail, address, the name of any assistant or proxy representative and the proxy's date of birth, phone number and/or e-mail. The personal data provided to Modulight Corporation is only used in connection with the General Meeting and the processing of the necessary registrations related thereto.

The shareholder and their representative or proxy must be able to prove their identity and/or right of representation at the meeting.

Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. and from 1.00 p.m. to 4.00 p.m. (Finnish time).

2. Holders of nominee-registered shares

A holder of nominee-registered shares is entitled to participate the General Meeting based on the shares, which would entitle them entry into the shareholders' register held by Euroclear Finland Oy on the record date for the General Meeting 17 April 2025. Participation also requires that the shareholder is temporarily registered in the shareholders' register held by Euroclear Finland Oy by 29 April 2025 by 10.00 a.m. (Finnish time) at the latest. In the case of nominee-registered shares, this is considered as registration for the General Meeting. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.

A holder of nominee-registered shares is advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the register of shareholders, the issuing of proxy documents and voting instructions, registration, and attendance at the General Meeting and advance voting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to participate the General Meeting temporarily in the register of shareholders of the company by the aforementioned date and time at the latest and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares. Further information is also available on the company's website at modulight.com/agm2025/.

3. Proxy representatives and powers of attorney

A shareholder may attend the General Meeting and exercise their rights at the Meeting through a proxy representative. A shareholder's proxy may also elect to vote in advance as described in this notice if they so wish. The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which they will be able to register and vote in advance on behalf of the shareholder, who they represent. The shareholder's proxy must present dated proxy documents, or otherwise in a reliable manner prove that they are entitled to represent the shareholder at the General Meeting.

Proving the right to represent can be done by using the suomi.fi e-Authorisations service available in the electronic registration service. Shareholders can also use the electronic Suomi.fi authorisation service instead of a traditional proxy document. In such cases, the shareholder authorises a proxy that they nominate in the Suomi.fi authorisation service at www.suomi.fi/e-authorisations using the mandate theme “Representation at the General Meeting”. At the service, the authorised person must identify themselves using strong electronic identification in connection with their registration, after which the electronic authorisation will be checked automatically. Strong electronic identification can be done using online banking codes or Mobile ID. More information is available on the website www.suomi.fi/e-authorizations.

Model proxy documents are available on the company's website modulight.com/agm2025/. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.

Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Modulight Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to [email protected] before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy shall register for the General Meeting in the manner described above in this notice.

4. Advance voting

A shareholder whose shares in the company are registered in their personal Finnish book-entry account may vote in advance between 7 April 2025 at 10.00 a.m. (Finnish time) and 25 April 2025 at 4.00 p.m. (Finnish time) on agenda items 7–17.

a) via the company's website at modulight.com/agm2025/. Login to the service is done in the same way as for registration in section C.1 of this notice.

b) by e-mail by submitting the advance voting form available on the company's website modulight.com/agm2025/ or equivalent information to Innovatics Oy by e-mail at [email protected].

c) by mail by submitting the advance voting form available on the company's website modulight.com/agm2025/ or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Modulight Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

Advance votes must be received by the time the advance voting ends. The submission of votes by mail or e-mail before the end of the registration and advance voting period shall be considered as registration for the General Meeting, provided that it contains the above information required for registration. A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the General Meeting or vote on a possible counterproposal if they are present or represented at the General Meeting at the meeting venue.

With respect to nominee registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by them during the registration period set for the nominee-registered shareholders.

Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes.

5. Other instructions/information

The meeting language is Finnish.

Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Shareholders may also submit questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on matters to be discussed at the meeting until 25 April 2025 preferably in connection with the electronic registration or alternatively by e-mail to [email protected] or by mail to Modulight Corporation, Hermiankatu 22, 33720 Tampere, Finland. The management of the company will answer such questions submitted in writing in advance at the General Meeting. When asking the question, the shareholder must provide sufficient evidence of their shareholding.

On the date of the notice to the meeting 4 April 2025, Modulight Corporation has a total of 42,616,936 shares representing an equal number of votes. On the date of the notice to the meeting 4 April 2025, the company holds on directly and through subsidiaries a total of 130,939 of its own shares which are not entitled to vote at the General Meeting.

MODULIGHT CORPORATION
BOARD OF DIRECTORS