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General Meeting

The shareholders’ right to decide on the Company’s affairs is exercised through the highest decision-making body – the General Meeting (Annual General Meeting or Extraordinary General Meeting). The General Meeting resolves matters under its authority as defined in the Finnish Companies Act, such as changes to the Articles of Association, the election of the Board of Directors and the auditors, adoption of the financial statements, the use of profit or loss and discharge from liability for the Board of Directors and the CEO.

Nanoform’s General Meetings shall be held in Helsinki, Finland. The Annual General Meeting (AGM) is held once a year within six months from the end of the financial year. The Board of Directors may call an Extraordinary General Meeting (EGM) of shareholders whenever necessary, but it has an obligation to convene an Extraordinary General Meeting if either the Company’s auditor or shareholders holding at least ten (10) percent of all the shares in the Company so requests.

Notice of convening General Meetings  shall be delivered no earlier than three months and no later than three weeks prior to the General Meeting, however, no later than nine days before the record date of the General Meeting. The notice shall be delivered to the shareholders by means of a notice published on the Company’s website or in at least one national daily newspaper designated by the Board of Directors.

In order to be entitled to attend and use their right to speak at the General Meeting, a shareholder must notify the Company of its attendance by the date specified in the notice convening the General Meeting, which date may not be earlier than ten days prior to the General Meeting. Further requirements shall be specified in the notice of the meeting. Shareholders may also be represented by representatives at the General Meeting as specified in the notice of the meeting.

The Board of Directors prepares and makes proposals to the General Meeting on the members of the Board of Directors and on the remuneration of Board members. The matters relating to the remuneration of the Board of Directors are prepared by the Audit and Compensation Committee of the Company. Nanoform does not have a separate Nomination Committee.

When preparing its proposal, the Committee assesses, in addition to the qualifications of the proposed Board members, the diversity of the entire Board of Directors, taking into account the requirements of the Company’s operations and its development phase.