Notice to the Annual General Meeting of Adapteo Plc

Notice to the Annual General Meeting of Adapteo Plc

Adapteo Plc Regulatory press release 31 March 2020 at 7:00 p.m. CEST

Notice is given to the shareholders of Adapteo Plc (“Adapteo”) for the Annual
General Meeting to be held on Thursday, 23 April 2020 starting at 1.00 p.m.
(EET) at the Symposion meeting facility in Hotel Kämp, Pohjoisesplanadi 29,
00100 Helsinki, Finland.

To ensure compliance with the restrictions imposed by Finnish authorities due to
the coronavirus, all shareholders are strongly encouraged to follow the Annual
General Meeting through a live webcast and exercise their voting rights by using
a centralized proxy representative service. The aim of the precautionary
measures is to achieve resolutions from the Annual General Meeting, while
securing the health and safety of individual shareholders. For further
information, please refer to Section C3 of this notice and to
www.adapteogroup.com. Adapteo follows the recommendations and decisions by
Finnish authorities and will update the information on precautionary measures on
the website www.adapteogroup.com, when needed.

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

The Shareholders’ Nomination Committee of Adapteo (the “Nomination Committee”)
proposes to the Annual General Meeting that Lagman Johan Aalto be appointed
Chairman of the Annual General Meeting.

1. Election of persons to verify the minutes and to supervise the counting of
   votes

2. Recording the legality of the meeting

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

4. Presentation of the Financial Statements, the Report of the Board of
   Directors and the Auditor’s Report for the year 2019

5. Review by the President & CEO

6. Adoption of the Financial Statements

7. Resolution on the use of the profit shown on the balance sheet

The Board of Directors proposes to the Annual General Meeting that no dividend
be distributed based on the balance sheet to be adopted for the financial year
ended on 31 December 2019.

1. Resolution on the discharge of the members of the Board of Directors and the
   President & CEO from liability

2. Adoption of the Remuneration Policy for Governing Bodies

The Board of Directors proposes to the Annual General Meeting that the
Remuneration Policy for the governing bodies be adopted.

The Remuneration Policy for the governing bodies
will be available on the company’s website at www.adapteogroup.com as of 2 April
2020, at the latest.

1. Resolution on the remuneration of the members of the Board of Directors

The Nomination Committee proposes to the Annual General Meeting that the members
of the Board of Directors of Adapteo shall be paid the following remuneration:
To the Chairman of the Board of Directors EUR 92,500 per year and to each other
member of the Board of Directors EUR 37,500 per year.

In addition, the Nomination Committee proposes that
the member of the Board of Directors elected Chairman of the Audit Committee
shall receive an additional compensation of EUR 15,000 per year and each other
member of the Audit Committee EUR 7,500 per year. Further, it is proposed that
the member of the Board of Directors elected Chairman of the Remuneration
Committee shall receive an additional compensation of EUR 10,000 per year and
each other member of the Remuneration Committee EUR 5,000 per year. The total
fee for the services of the Audit Committee and the Remuneration Committee shall
not exceed EUR 50,000.

It is further proposed that the remuneration is paid in cash and that the Board
of Directors of Adapteo adopt a policy on Board member share ownership. The
policy should entail that Board members who do not already have such a holding
of Adapteo shares are under a four-year (4) period from the start of their
directorship expected to acquire Adapteo shares to a total market value which
equals at least one year’s Board fees before taxes, excluding any Committee
compensation. The Nomination Committee will as part of its process annually
follow up on the Board members’ shareholding and evaluate if it is according to
the policy.

Reasonable travel expenses will be refunded in accordance with an invoice.

1. Resolution on the number of members of the Board of Directors

The Nomination Committee proposes to the Annual General Meeting that the number
of members of the Board of Directors of Adapteo shall be seven (7).

1. Election of members of the Board of Directors and the Chair of the Board of
   Directors

The Nomination Committee proposes to the Annual General Meeting that all current
members of the Board of Directors of Adapteo be re-elected, i.e., Peter Nilsson
as the Chairman and Carina Edblad, Outi Henriksson, Andreas Philipson and Joakim
Rubin as members of the Board of Directors of Adapteo. In addition, the
Nomination Committee proposes that Sophia Mattsson-Linnala and Ulf Wretskog be
elected as new members of the Board of Directors of Adapteo. The term of office
of all members of the Board of Directors of Adapteo will expire at the end of
the Annual General Meeting 2021.

Sophia Mattsson-Linnala (born 1966) has 30 years of experience from operational
and strategic roles within the real estate industry. She served as CEO of
Rikshem between 2016 and 2019. Prior to that Sophia Mattsson-Linnala held
several executive positions in the real estate industry, including as CEO of
Huge Fastigheter, Sollentunahem and Botkyrkabyggen and as head of the Finance
and Economics Department of SABO (currently Public Housing Sweden). Sophia
Mattsson-Linnala is a Swedish citizen and holds a Degree of Bachelour of Science
in Business Administration and Economics from Stockholm University.

Ulf Wretskog (born 1967) is a senior executive with 25 years of international
experience in leadership and management within facility management, construction
and real estate industries as well as in smart buildings technology. He
currently serves as the Region Chair of Sodexo Nordics and CEO of Sodexo
Corporate Services Nordics. Prior to joining Sodexo, Ulf Wretskog held several
management positions in Skanska and Coor Service Management, among others. He
also has deep knowledge of IoT solutions for smart buildings, as he was
responsible for bringing the tech company Yanzi Networks to a global presence as
its CEO between 2016 and 2019. Ulf Wretskog is a Swedish citizen and holds a
Civil Engineering diploma from the University of Lund.

The curricula vitae of the proposed members of the Board of Directors of Adapteo
will be available on Adapteo’s website at www.adapteogroup.com.

All the nominees are considered independent of Adapteo, its executive management
and major shareholders, except for Joakim Rubin, who is not considered
independent of Adapteo’s major shareholder EQT Public Value Investments S.à r.l.

1. Resolution on the remuneration of the Auditor

The Nomination Committee proposes to the Annual General Meeting that the Auditor
of Adapteo be paid reasonable remuneration in accordance with an invoice
approved by Adapteo.

1. Election of Auditor

The Nomination Committee proposes to the Annual General Meeting that the firm of
authorised public accountants KPMG Oy Ab, which has appointed Authorised Public
Accountant Toni Aaltonen as the responsible auditor, be re-elected as the
Auditor of Adapteo for a term ending at the end of the Annual General Meeting
2021.

1. Authorization of the Board of Directors to resolve on the issuance of shares
   and special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorizes 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 pursuant to
Chapter 10 of the Finnish Companies Act, as follows:

Under the authorization, a maximum of 4,500,000 shares can be issued, which
would correspond to approximately 10 percent of all Adapteo’s shares at the time
of this proposal. The shares or special rights entitling to shares can be issued
in one or more tranches, either against or without payment. The shares issued
under the authorization can be new shares or shares in Adapteo’s possession.

The authorization can be used for the financing or execution of acquisitions or
other business arrangements, to strengthen the balance sheet and financial
position of the company, for implementing the company’s share-based incentive
plans, or for other purposes determined by the Board of Directors.

Under the authorization, the Board of Directors may resolve upon issuing new
shares, without consideration, to Adapteo itself. However, Adapteo, together
with its subsidiaries, may not at any time own more than 10 percent of all
shares in Adapteo.

The Board of Directors is authorized to resolve on all terms for share issues
and granting of special rights entitling to Adapteo shares. The Board of
Directors is authorized to resolve on a directed share issue and issuance of
special rights entitling to shares in deviation from the shareholders’ pre
-emptive right, provided that there is a weighty financial reason for Adapteo to
do so.

The authorization is valid until the end of the next Annual General Meeting,
however, no longer than until 30 June 2021. The authorization shall revoke
previous unused share issue authorizations.

1. Authorization of the Board of Directors to resolve on the acquisition of
   Adapteo’s own shares and on acceptance as pledge of Adapteo’s own shares

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to resolve on the acquisition of Adapteo’s own shares and on
the acceptance as pledge of Adapteo’s own shares as follows:

The total number of own shares to be acquired or accepted as pledge shall not
exceed 100,000 shares in total. Adapteo together with its subsidiaries may not
at any moment own and/or hold as pledge more than 10 percent of all the shares
in Adapteo. Only the unrestricted equity of Adapteo can be used to acquire own
shares on the basis of the authorization.

Own shares can be acquired, in one or several instalments, at a price formed in
public trading on the regulated market on which Adapteo’s shares are traded on
the date of the acquisition or otherwise at a price formed on the market.

The Board of Directors of Adapteo decides how own shares will be acquired and
accepted as pledge. Own shares can be acquired using derivatives, among other
things. Own shares can be acquired otherwise than in proportion to the
shareholdings of the shareholders (directed acquisition).

Own shares can be acquired and accepted as pledge to, among other things, limit
the dilutive effects of share issues carried out in connection with possible
acquisitions, to develop Adapteo’s capital structure, to be transferred in
connection with possible acquisitions, to be used in incentive arrangements or
to be cancelled, provided that the acquisition is in the interest of Adapteo and
its shareholders.

The authorization is valid until the end of the next Annual General Meeting,
however no longer than until 30 June 2021. The authorization shall revoke
previous unused authorizations regarding acquisition of Adapteo’s own shares and
on acceptance as pledge of Adapteo’s own shares.

1. Closing of the meeting

B. Documents of the Annual General Meeting

The aforesaid proposals of the Board of Directors and the Nomination Committee
relating to the agenda of the Annual General Meeting as well as this notice are
available on the company’s website at www.adapteogroup.com. The Annual Report of
Adapteo, including the Financial Statements, the Report of the Board of
Directors, the Auditor’s Report, as well as the Remuneration Policy will be
available on the above-mentioned website as from 2 April 2020, at the latest.

Copies of the proposals of the Board of Directors, the Nomination Committee as
well as the other documents mentioned above and this notice will be sent to
shareholders upon request. The minutes of the Annual General Meeting will be
available on the above-mentioned website as from 7 May 2020, at the latest.

C. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration

Each shareholder, who is registered on the record date of the Annual General
Meeting, on 9 April 2020, in the shareholders’ register of the company
maintained by Euroclear Finland Ltd, has the right to participate in the Annual
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
wishes to participate in the Annual General Meeting, shall preregister for the
meeting by giving  prior notice of participation no later than on 20 April 2020
at 10.00 a.m. (EET), by which time the registration needs to have been received
by the company. Such notice can be given:

(a) on the company’s website at www.adapteogroup.com;

(b) by email to [email protected]; or

(c) by ordinary mail to Adapteo Plc, AGM, Äyritie 12 B, FI-01510 Vantaa,
Finland.

In connection with the preregistration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of such proxy representative. The personal data given to Adapteo is used
only in connection with the Annual General Meeting and with the processing of
related registrations.

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

Changes in shareholding after the record date do not affect the right to
participate in the meeting or the number of voting rights held in the meeting.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares, based on which he/she on the record
date of the Annual General Meeting, i.e. on 9 April 2020, would be entitled to
be registered in the shareholders’ register of the company maintained by
Euroclear Finland Ltd. The right to participate in the Annual General Meeting
requires, in addition, that the shareholder on the basis of such shares has been
registered in the temporary shareholders’ register held by Euroclear Finland Ltd
at the latest by 20 April 2020 at 10.00 a.m. (EET). As regards nominee
registered shares, this constitutes due registration for the Annual General
Meeting.

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

Changes in shareholding after the record date do not affect the right to
participate in the meeting or the number of voting rights held in the meeting.

1. Proxy representative, powers of attorney and certain precautionary measures
   due to the coronavirus

To ensure compliance with the restrictions imposed by Finnish authorities due to
the coronavirus, Adapteo has decided to take precautionary measures for the
Annual General Meeting, including to limit the number of participants allowed to
attend the Annual General Meeting. The aim of the precautionary measures is to
achieve resolutions from the Annual General Meeting, while securing the health
and safety of individual shareholders.

All shareholders are strongly encouraged to follow the Annual General Meeting
through a live webcast and exercise their voting rights by using a centralized
proxy representative service.

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation. The centralized proxy
representation service is provided by attorney-at-law at Hannes Snellman
Attorneys Ltd, Henrik Hautamäki. Shareholders who wish to participate in the
Annual General Meeting through authorising attorney-at-law Henrik Hautamäki as
proxy representative are required to preregister to the meeting as instructed in
this notice and deliver a proxy to Adapteo by using a designated proxy form
available on www.adapteogroup.com by 20 April 2020 at 10.00 a.m. (EET) via e
-mail to [email protected] or by mail to Adapteo Plc, AGM, Äyritie
12 B, FI-01510 Vantaa, Finland. Authorising attorney-at-law Henrik Hautamäki as
proxy representative will not accrue any costs for the shareholder (excluding
postal fees).

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
Annual General Meeting. If a shareholder participates in the Annual General
Meeting by means of several proxy representatives representing the shareholder
with shares at different book-entry accounts, the shares by which each proxy
representative represents the shareholder shall be identified in connection with
the registration for the Annual General Meeting. Proxy template(s) are available
on the company’s website www.adapteogroup.com. Possible proxy documents shall be
submitted by e-mail to [email protected] or by mail to Adapteo Plc,
AGM, Äyritie 12 B, FI-01510 Vantaa, Finland by 20 April 2020 at 10.00 a.m.
(EET).

Information on how to follow the Annual General Meeting via webcast will be made
available on Adapteo’s website www.adapteogroup.com. By following the meeting by
webcast, a shareholder does not attend the meeting and cannot exercise his/her
voting rights. A shareholder must be preregistered to the Annual General Meeting
as set out in this notice in order to be able to follow the webcast.

Adapteo follows the recommendations and decisions by Finnish authorities and
will update the information on precautionary measures on the website
www.adapteogroup.com, when needed.

1. Participation in the Annual General Meeting for shareholder whose shares are
   registered in Euroclear Sweden AB

A shareholder, whose shares are registered in the company’s register of
shareholders maintained by Euroclear Sweden AB, shall, to fulfil the
requirements to attend the Annual General Meeting note the following:

(i)  the shareholder has to be entered in the company’s register of shareholders
maintained by Euroclear Sweden AB on the record date, i.e. on 9 April 2020 at
the latest; and

(ii) the shareholder must give notice of his/her participation using a
designated form available on the company’s website at www.adapteogroup.com. The
completed and signed form must be received by the company no later than on 9
April 2020 at 5.00 p.m. Swedish time. Such shareholders are re-registered in the
temporary shareholders’ register held by Euroclear Finland Ltd, provided that
the shareholder has submitted his/her notice of participation to the company
within the aforementioned deadline.

A shareholder whose shares are nominee registered in the register of
shareholders of the company maintained by Euroclear Sweden AB shall in order to
fulfil the requirement (i) above register his/her shares under his/her name in
the temporary register. A shareholder who wishes such registration must contact
his/her custodian bank well in advance before 9 April 2020 and request the
custodian bank to register the shareholder in the temporary register of the
shareholders of the company maintained by Euroclear Sweden AB.

Changes in shareholding after the record date do not affect the right to
participate in the meeting or the number of voting rights held in the meeting.

1. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual 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, the total number of shares in Adapteo amounts to
44,682,697 with the same amount of votes in total.

Vantaa, 31 March 2020

ADAPTEO PLC

The Board of Directors

For additional information, please contact

Philip Isell Lind af Hageby, CEO, +46 73 022 19 36, [email protected]
Erik Skånsberg, CFO, +46 70 264 70 35, [email protected]

Adapteo in brief

Adapteo is a leading Northern European provider of modular space solutions. We
operate in Sweden, Finland, Norway, Denmark and Germany. Adapteo is a new brand
with over 30 years of experience, born from the acquisition of Nordic Modular
Group and the demerger from Cramo. We offer premium modular space solutions to
schools, daycare centers, offices, accommodation and events for temporary and
permanent needs. In 2019, Adapteo’s net sales were EUR 216 million.

A changing society needs adaptable space. At Adapteo, we make sure everyone has
the right kind of space, so that people can grow, and societies can move ahead.
We create flexible modular spaces that are good for the planet and great for the
future. Adapteo is listed on Nasdaq Stockholm.

www.adapteogroup.com

Space to grow

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