NOTICE TO THE GENERAL MEETING

Notice is given to the shareholders of Ukkoverkot Oy (“Ukko Networks Inc”) to the extraordinary general meeting to be held on 19 December 2018 at 9 am at Ukko Networks Inc’s head office, at the address Itämerentori 2, 00180 Helsinki, Finland. The reception of persons who have registered for the meeting commence at 8.30 am.

A. Matters on the agenda of the general meeting

At the general meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Resolution on the number of members of the board of directors and election of members of the board of directors

The board of directors proposes that three (3) ordinary board members and one (1) deputy member are elected.

The board of directors proposes that Mikko Uusitalo continues as the chairperson of the board and that Kari Lehtinen and Juhani Hintikka are elected as ordinary members and Bridget Cosgrave is elected as a deputy member to the board of directors.

7. Authorising the board of directors to resolve on the issuance of shares

The board of directors proposes that it be authorised to decide on the issuance of shares in one or several tranches. The issuance of shares may be carried out by offering new shares or by transferring treasury shares held by the company. Based on this authorisation, the board of directors may decide on a directed share issue in deviation from the shareholders’ pre-emptive rights in accordance with the conditions in the Finnish Limited Liability Companies Act. The shares may be issued for consideration or without consideration.

The maximum number of shares which may be issued by the board of directors based on this authorisation shall be 2,835,000 A shares and 1,715,000 B shares. However, the board of directors may not is-sue more than 2,835,000 shares in total based on this authorisation.

The board of directors may resolve on all other terms of the issuance of shares. The company may use this authorisation, for example, in order to strengthen the company’s working capital or to carry out potential acquisitions or other business transactions. The authorisation shall remain in force until further notice and the authorisation will not revoke any prior authorisations granted to the board of directors.

8. Granting option rights entitling to shares

The board of directors proposes that the general meeting resolves on granting option rights as referred to in Chapter 10 of the Limited Liability Companies Act in accordance with the proposal by the board of directors to be published later.

9. Amending the terms and conditions of the Option programme 2017

The board of directors proposes that the terms and conditions of the Option programme 1/2017 entitling to the B shares in the company would be amended in accordance with the proposal by the board of directors to be published later.

10. Closing of the meeting

B. Documents of the general meeting

The proposals for the decisions on the matters on the agenda of the general meeting as well as this notice are available on Ukko Networks Inc’s website at www.ukkoverkot.fi/en/. The latest audited annual report of Ukko Networks Inc, the minutes of the latest annual general meeting and a statement by the board of directors on the events occurring after the latest financial statements will be available starting from no later than 12 December 2018 on the above-mentioned website. The documents are available to the share-holders also at the Ukko Networks Inc’s head office, at the address Itämerentori 2, 00180 Helsinki, Fin-land. The above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available at Ukko Networks Inc’s head office, at the address Itämerentori 2, 00180 Helsinki, Finland as from 2 January 2019.

C. Instructions for the participants in the general meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 7 December 2018 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.

A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the general meeting, shall register for the meeting no later than 10 am at 14 December 2018 by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned time. Such notice can be given:

a) by e-mail to mikko.uusitalo@ukkoverkot.fi;
b) by telephone 040 455 0480 weekdays between 9 am and 4 pm; or
c) by regular mail to Ukko Networks Inc Itämerentori 2, 00180 Helsinki, Finland.

In connection with the registration, a shareholder shall notify his/her name, personal or business identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Ukko Net-works Inc is used only in connection with the general meeting and with the processing of related registrations.

The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on 7 December 2018, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 14 December 2018, by 10 am. As regards nominee registered shares this constitutes due registration for the general meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the general meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.

Possible proxy documents should be delivered in originals to address Itämerentori 2, 00180 Helsinki, Fin-land before the last date for registration.

4. Other instructions and information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice to the general meeting 30 November 2018, the total number of A shares and votes represented by such shares in Ukko Networks Inc is 5,372,175 and the total number of B shares in Ukko Networks Inc is 468,400. The B shares do not carry votes in the general meeting.

 

In Helsinki, 30 November 2018

UKKO NETWORKS INC
The board of directors