Resolutions of Modulight Corporation’s Annual General Meeting and Inaugural Meeting of the Board of Directors on 2 May 2023

The Annual General Meeting of Modulight Corporation was held on 2 May 2023 at 1 p.m. (Finnish time) at Korkeakoulunkatu 7, 33720 Tampere. Shareholders and their proxy representatives could participate in the Annual General Meeting and exercise their rights both by voting in advance and by making counterproposals and presenting questions in advance, and exercising their voting and speaking right onsite the meeting.

The minutes of the General Meeting in Finnish will be available on Modulight Corporation’s website at https://www.modulight.com/yhtiokokous2023/ and an unofficial English translation of the minutes will be available at https://www.modulight.com/agm2023/ on 16 May 2023 at the latest.

Adoption of the financial statements
The Annual General meeting adopted the company’s financial statements for the financial period from 1 January-31 December 2022.

The Annual General Meeting approved the Board of Directors’ proposal that the result for the year 2022 of EUR -8,557 thousand will be transferred to retained earnings and dividends will not be paid.

Resolution on discharge from liability
It was resolved to discharge the members of the Board of Directors and the CEO from liability for the financial period of 1 January–31 December 2022.

Remuneration report
It was resolved to adopt the Remuneration Report for the Governing Bodies.

Remuneration of the members of the Board of Directors
It was resolved in accordance with the proposal of the Shareholders’ Nomination Board that the remuneration for the Chair of the Board is EUR 5,000 per month and for the members of the Board EUR 2,500 per month. The remuneration may be paid to the members of the Board of Directors in company shares and in cash. All members of the Board will be compensated for travel expenses against receipt in accordance with the company’s travel policy.

The number of members of the Board of Directors
It was resolved in accordance with the proposal of the Shareholders’ Nomination Board that the Board of Directors consists of five members.

Composition of the Board of Directors
The following persons were re-elected as the Board of Directors in accordance with the proposal of the Shareholders’ Nomination Board: Jyrki Liljeroos, Seppo Orsila, Pia Kantola and Timur Kärki. Anne Leskelä was elected as the new member of the Board of Directors.

Remuneration of the auditor
It was resolved that the auditor’s remuneration is paid against the invoice approved by the company.

Election of the auditor
Moore Idman Oy (former Moore Rewinet Oy) was re-elected as the company’s auditor for a term that will continue until the end of the next Annual General Meeting. Moore Idman Oy has announced that Jari Paloniemi APA, would be the auditor with principal responsibility.

Amendment of the Articles of Association
It was resolved that the company’s Articles of Association are amended to enable arranging a General Meeting as a hybrid meeting. In addition, it was resolved that the General Meeting can be arranged without a meeting venue as an alternative for a physical meeting.

The amendment also enables holding General Meetings of Shareholders virtually in situations like pandemics or other unforeseen or exceptional circumstances, however not limited to these situations. The Finnish Limited Liability Companies Act requires that shareholders can exercise their full rights in hybrid and virtual meetings, with equal rights to those in customary in-person General Meetings.

Authorising the Board of Directors to resolve on the repurchase of the Company’s own shares and/or accepting them as a pledge
The Annual General Meeting decided to authorise the Board of Directors to decide upon the acquisition of a maximum of 4,261,694 of the company’s own shares and/or accepting the same number of the company’s own shares as a pledge, in one or several tranches, by using the company’s unrestricted equity. The maximum total of shares that will be acquired and/or accepted as a pledge corresponds to approximately 10% of all shares in the company as of the date of the notice. However, the company cannot, together with its subsidiaries, own or accept as a pledge altogether more than 10% of its all shares at any point in time.

Shares will be acquired otherwise than in proportion to the holdings of the shareholders via public trading arranged by Nasdaq Helsinki Ltd at the market price that applies on the date of the acquisition or otherwise at a price formed on the market. Shares can be acquired 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 assignation, retention or cancellation. The Board of Directors is authorised to decide on all other terms and conditions that will apply to the acquisition and/or acceptance as a pledge of the company’s own shares.

The authorisation is valid until the closing of the next Annual General Meeting, however, no longer than 30 June 2024.

Authorising the Board of Directors to resolve on the issuance of shares and the issuance of option rights and other special rights entitling to shares
The Annual General Meeting decided to authorise the Board of Directors to resolve on the issuance of shares as well as 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 several tranches, either against payment or without payment.

The number of shares to be issued, including the shares received on the basis of the option rights and other special rights, may not exceed 4,261,694 shares, which amounts to approximately 10% of all shares in the company as of the date of the 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 right. The shares can be used as consideration in transactions, as part of the company’s incentive schemes or for other purposes as decided by the Board of Directors.

The authorisation remains in force until the end of the next Annual General Meeting, however not for longer than until 30 June 2024. This authorisation will revoke any existing, unused authorisations to decide on a share issue and the issuance of option rights or other special rights entitling to shares.

Resolutions of the Inaugural Meeting of the Board of Directors
Appointed by the Annual General Meeting, the Board of Directors held its inaugural meeting immediately after the Annual General Meeting. At the meeting the Board of Directors elected the Chair amongst its members and elected members of its Remuneration Committee.

Jyrki Liljeroos will continue as the Chair of the Board.

Jyrki Liljeroos (Chair), Pia Kantola and Timur Kärki were elected as members of the Remuneration Committee of the Board of Directors.

The Board of Directors has evaluated that all of its members are independent of the company and its significant shareholders with the exception of Seppo Orsila, who is dependent of the company and its significant shareholders. Therefore, the Board of Directors of Modulight Corporation meets the requirements of the Recommendation 10 (Independence of Directors) of the Finnish Corporate Governance Code, issued by the Finnish Securities Market Association.

MODULIGHT CORPORATION

For further information, please contact:
CEO: Seppo Orsila, m. +358 40 830 4671
IR: Ulla Haapanen m. +358 40 830 4676
Email: [email protected]
Certified Adviser: Danske Bank A/S, Finland Branch, m. +358 40 414 5358
www.modulight.com
Twitter: @modulight, @orsila