Invitation to the annual general meeting

Title

Invitation to the annual general meeting

The shareholders of 3 Step IT Group Oy are hereby invited to the Annual General Meeting to be held on 16 April 2019 at 9.00 in the headquarters of the company at Mechelininkatu 1A, 00180 Helsinki. The agenda for the meeting is as follows:

1. Matters to be discussed and decided at the Annual General Meeting according to article 9 of the Articles of Association and chapter 5 of the Companies Act

2. Resolution on the use of profit shown on the balance sheet and the payment of dividends

According to the financial statements per 31 December 2018 the distributable assets of the company are EUR 44 928 849. The Board of Directors proposes to the Annual General Meeting that the company shall distribute from retained earnings dividends EUR 1,00 for each share and that the remaining distributable assets shall remain in the equity of the company. Dividend shall be paid to a shareholder, which is per 18 April 2019 i.e. matching day of the payment of dividend, registered to company’s shareholders’ register held by Euroclear Finland Oy. The board proposes that dividend shall be paid on 29 April 2019.

3. Authorization of the Board of Directors to decide on payment of additional dividend

The Board of Directors proposes that the Annual General Meeting shall authorize the Board of Directors to decide on additional dividend that does not exceed EUR 1,00 per share. The authorization is proposed to expire at the next Annual General Meeting or at latest 30 June 2020.

4. Deciding on the compensation of the members of the Board of Directors

5. Authorization of the Board of Directors to decide on issue of class B shares

The Board of Directors proposes that the Annual General Meeting shall authorize the Board of Directors to decide on the issue of a maximum number of 1.500.000 class B shares in the company. The Board of Directors may decide to issue new shares or to use existing shares in the company’s possession. The proposed maximum amount of the authorization represents approximately 16 per cent of all shares in the company by the date of the invitation to the Annual General Meeting. It is proposed that the authorization may be used for incentive purposes or other purposes decided by the Board of Directors. According to the proposal the Board of Directors is entitled to decide on all terms of the share issue, including who has the right to subscribe to the issued shares and the amount paid for the issued shares. The authorization includes also the right to decide on a directed share issue and thus to deviate from the shareholders’ pre-emptive subscription right in accordance with the pre-requisites set out in the law. This authorization shall replace all earlier unused authorizations to decide on the issue of shares.

6. Authorization of the Board of Directors to decide on the acquisition of own shares

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to acquire a maximum number of 3.000.000 own shares in the company. The proposed authorization shall include the acquisition of both class A and class B shares. The proposed maximum amount of the authorization represents approximately 33 per cent of all shares in the company by the date of the invitation to the Annual General Meeting. According to the proposal the Board of Directors is entitled to decide on all terms of the acquisition of own shares, including from which shareholder(s) the company acquires shares and the amount paid for the acquired shares. The amount paid for the acquired shares shall however be no less than EUR 0.10 and not exceed EUR 16 per share. The authorization includes also the right to decide on a directed acquisition of shares and thus to deviate from the pro rata share ownership of the shareholders in the acquisition. This authorization shall replace all earlier authorizations to decide on the acquisition of own shares and it is proposed to expire at the next Annual General Meeting or at latest 30 June 2020.

7. Donations

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on the donations in a total maximum of €100,000 for charitable or corresponding purposes until the Annual General Meeting to be held in 2020 and authorizes the Board of Directors to decide on the donation recipients, purposes of use and other terms of the donations.

DOCUMENTS

The Board of Directors’ proposals and other documents required by the company law are available at the headquarters of the company for one week before the general meeting. Copies of the documents shall be sent to shareholders on request.

RIGHT TO PARTICIPATE TO ANNUAL GENERAL MEETING AND ENROLMENT

Shareholder who is registered to company’s shareholders’ register held by Euroclear Finland Oy per 4 April 2019, which is the matching day of the Annual General Meeting, has the right to participate in the Annual General Meeting.

Any shareholder wishing to participate to the Annual General Meeting, must enrol to the meeting by sending an email to legal@3stepit.com at the latest on 8 April 2019  by 16:00. Company requests that a copy of the possible power of attorney will be delivered to the company before dead-line for enrolment.

In Helsinki, 20 March 2019

3 Step IT Group Oy

Board of Directors

(unofficial translation from Finnish)

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