Resolutions of the Annual General Meeting of Oriola Corporation – Combination of share classes and thereto related directed issuance of shares without payment approved

Oriola Corporation's Stock Exchange Release 2 April 2025 at 6:00 p.m.

Resolutions of the Annual General Meeting of Oriola Corporation – Combination of share classes and thereto related directed issuance of shares without payment approved

Oriola Corporation's Annual General Meeting held on 2 April 2025 passed the following resolutions:

1. Adoption of the financial statements, discharge from liability and presentation of the Remuneration Report

The Annual General Meeting adopted the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year ending 31 December 2024. The Annual General Meeting approved, through an advisory resolution, the company’s Remuneration Report for governing bodies.

2. Payment of dividend

The Annual General Meeting resolved that a dividend of EUR 0.07 per share shall be paid on the basis of the balance sheet adopted for the financial year ending 31 December 2024. The dividend is paid to shareholders registered in the company's shareholders register held by Euroclear Finland Oy on the dividend record date 4 April 2025. The payment date of the dividend is 15 April 2025.

3. The composition and fees of the members of the Board of Directors

The Annual General Meeting confirmed that the Board of Directors is composed of seven members. Current members of the Board of Directors Petra Axdorff, Ann Carlsson Meyer, Nina Mähönen, Yrjö Närhinen, Ellinor Persdotter Nilsson, Harri Pärssinen and Heikki Westerlund were re-elected to the Board of Directors. Mr Heikki Westerlund was re-elected as Chairman of the Board of Directors.

The Annual General Meeting confirmed that the fee for the term of office of the Chairman of the Board of Directors is EUR 71,400, the fee for the term of office of the Vice Chairman of the Board of Directors is EUR 40,800, the fee for the term of office of the Chairman of a Board Committee, provided that the person is not the Chairman or Vice Chairman of the Board of Directors, is EUR 40,800 and the fee for the term of office of the other members of the Board of Directors is EUR 34,200. Of the fees for term of office, 60 per cent shall be paid in cash and 40 per cent shall be used to acquire shares of the one single share class of Oriola Corporation for the Board members on the Nasdaq Helsinki Stock Exchange within two weeks from the release of the Interim Report 1 January - 31 March 2025 of the company. Attendance fees remained unchanged so the Chairman of the Board of Directors receives an attendance fee of EUR 1,000 per meeting for meetings of the Board of Directors held in the Chairman’s home country and EUR 2,000 for meetings of the Board of Directors held elsewhere and the other members of the Board of Directors receive attendance fees of EUR 500 per meeting for meetings held in the home country of the respective member of the Board of Directors and EUR 1,000 for meetings held elsewhere. Attendance fees are correspondingly also paid to the Chairman and members of company committees. Travel expenses are compensated in accordance with the travel policy of the company.

4. Election of auditor and resolution on the remuneration of the auditor

Authorised Public Accountants KPMG Oy Ab, who has put forward Authorised Public Accountant Kim Järvi as principal auditor, was re-elected as the auditor of the company. The auditor's fees shall be paid according to invoice approved by the company.

5. Election of sustainability reporting assurance provider and remuneration of the sustainability reporting assurance provider

Authorised Sustainability Audit Firm KPMG Oy Ab, who has put forward Kim Järvi as principal authorised sustainability auditor, was re-elected as the sustainability reporting assurance provider of the company. The fees of the company’s sustainability reporting assurance provider shall be paid according to invoice approved by the company.

6. Shareholder’s proposal to the Annual General Meeting on combination of share classes and thereto related directed issuance of shares without payment as well as amendment of the Articles of Association

The Annual General Meeting approved the shareholder's proposal to combine the company's A and B share classes without increasing the share capital so that after the combination of the share classes, the company will have only one single share class. The company's only single share class is subject to trading on the official list of Nasdaq Helsinki Ltd and each share carries one (1) vote and has equal rights. The company requested a suspension of trading for the duration of the processing of the matter.

The Annual General Meeting resolved to amend the provisions of the company's Articles of Association concerning the different share classes in Article 3 and Article 11, Sections 1 and 2 of the Articles of Association in accordance with the shareholder's proposal.

The Annual General Meeting resolved on a directed issuance of shares without payment in relation to the combination of share classes in accordance with the shareholder's proposal. An issuance of shares without payment will be directed to the holders of class A shares without increasing the share capital in such a way that, in deviation from the pre-emptive subscription right of the shareholders, each fourteen (14) class A shares held in the same book-entry account entitle their holder, without payment, to one (1) new share belonging to the company’s single share class. Based on the combination of the share classes and the directed issuance of shares without payment, the holding of each fourteen (14) class A shares converts to an ownership of fifteen (15) shares in the company. If the number of new shares received by an owner of class A shares in the issuance of shares (for each book-entry account) is a fractional number, the fractions are rounded down to the nearest whole share. The shares, which would be issued in the issuance of shares in fractions of shares, will be sold on behalf of the persons entitled to shares. The maximum number of shares to be issued in the directed issuance of shares without payment is 3,839,165 shares.

The company’s Board of Directors is authorised to resolve on other terms and practical aspects of the directed issuance of shares without payment.

7. Authorisation for the Board of Directors to decide on a share issue against payment

In accordance with the proposal of the Board of Directors, the Annual General Meeting authorised the Board of Directors to decide on a share issue against payment in one or more issues. This authorisation comprises the right to issue new shares or assign treasury shares held by the company. The authorisation covers a maximum of 18,000,000 shares of the one single share class of the company representing approximately 9.92 per cent of all shares in the company.

This authorisation granted to the Board of Directors includes the right to derogate from the shareholders' pre-emptive subscription right, provided that there is, in respect of the company, a weighty financial reason for the derogation. Subject to the above restrictions, this authorisation may be used i.a. to develop the capital structure of the company. This authorisation may not be used in order to execute the share-based incentive plan for the Oriola Group’s executives and the share savings plan for the Oriola Group’s key personnel. Pursuant to this authorisation, shares held by the company as treasury shares may also be sold through trading on regulated market organised by Nasdaq Helsinki Ltd. This authorisation includes the right for the Board of Directors to decide on the terms of the share issue in the manners provided for in the Companies Act including the right to decide whether the subscription price is credited in part or in full to the invested unrestricted equity reserves or to the share capital.

This authorisation is in effect for a period of eighteen (18) months from the decision of the Annual General Meeting. The authorisation revokes all previous share issue authorisations granted to the Board of Directors to the extent they had not been exercised.

8. Authorisation for the Board of Directors to decide on the issuance of shares against payment

In accordance with the proposal of the Board of Directors, the Annual General Meeting authorised the Board of Directors to decide on a share issue against payment in one or more issues. This authorisation comprises the right to issue new shares or assign treasury shares held by the company. This authorisation covers a combined maximum of 18,000,000 of shares of the one single share class of the company, representing approximately 9.92 per cent of all shares in the company.

This authorisation granted to the Board of Directors includes the right to derogate from the shareholders' pre-emptive subscription right provided that there is, in respect of the company, a weighty financial reason for the derogation. Subject to the above restrictions, the authorisation may be used as payment of consideration when financing and executing corporate acquisitions or other business arrangements and investments. This authorisation may not be used in order to execute the share-based incentive plan for the Oriola Group’s executives and the share savings plan for the Oriola Group’s key personnel. Pursuant to this authorisation, shares held by the company as treasury shares may also be sold through trading on the regulated market organised by Nasdaq Helsinki Ltd. This authorisation includes the right for the Board to decide on the terms of the share issue in the manners provided for in the Companies Act including the right to decide whether the subscription price is credited in part or in full to the invested unrestricted equity reserves or to the share capital.

This authorisation is in effect for a period of eighteen (18) months from the decision of the Annual General Meeting. The authorisation revokes all previous share issue authorisations granted to the Board of Directors to the extent that they have not been exercised and with the exception of authorisations granted to the Board of Directors earlier during the Annual General Meeting.

9. Authorising the Board of Directors to decide on the issuance of shares without payment to the company and on a directed share issue in order to execute the share-based incentive plan for the Oriola Group’s executives and the share savings plan for the Oriola Group’s key personnel

(i) In addition to the authorisations presented above the Board of Directors was authorised to decide on a share issue without payment to the company in one or more issues. The maximum number of shares of the one single share class of the company to be issued under this authorisation is 250,000, representing 0.14 per cent of all shares in the company.

The Board of Directors decides upon all other matters related to the issuing of shares.

The purpose of this authorisation is to enable the creation of own shares to be used in the share-based incentive plan for the Oriola Group's executives and the share savings plan for the Oriola Group's key personnel as described below.

(ii) In deviation from the shareholders' pre-emptive right, the Board of Directors was authorised to issue the company's shares in one or more issues. This authorisation granted to the Board of Directors includes the right to derogate from the shareholders’ pre-emptive subscription right, provided that there is, in respect of the company, a weighty financial reason for the derogation. The shares to be issued can be either new shares or own treasury shares. The total number of shares to be issued under this authorisation is 250,000 shares of the one single share class of the company. The share issue may be without payment. The shares concerned represent approximately 0.14 per cent of all shares in the company. The Board of Directors may exercise this authorisation in the share-based incentive plan for the Oriola Group's executives and in the share savings plan for the Oriola Group's key personnel.

The Board of Directors decides upon all other matters related to share issues, the executives’ incentive plan, and the key personnel’s share savings plan.

Deciding upon a directed share issue without payment requires that there is a particularly weighty financial reason for the deviation in respect of the company and taking into account the interest of all of its shareholders.

The authorisation revokes all other share issue authorisations granted to the Board of Directors with the exception of those decided earlier during this Annual General Meeting.

The authorisations in accordance with this section shall be valid eighteen (18) months from the decision of the Annual General Meeting.

10. Authorisation for the Board of Directors to decide on the repurchase of the company's own shares

In accordance with the proposal of the Board of Directors, the Annual General Meeting authorised the Board of Directors to decide on repurchasing of the company's own shares. This authorisation entitles the Board of Directors to decide on the repurchase of no more than 18,000,000 shares of the one single share class of the company representing approximately 9.92 per cent of all shares in the company. This authorisation may only be used in such a way that in total no more than one tenth (1/10) of all shares in the company may at each time be in the possession of the company and its subsidiaries.

Shares may also be repurchased in accordance with the resolution of the Board of Directors in a proportion other than in which shares are owned by the shareholders, using funds belonging to the company's unrestricted equity and at a price formed in trading on regulated market on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. The repurchase of shares reduces the company's distributable unrestricted equity. Shares may be repurchased to develop the company's capital structure, to execute corporate transactions or other business arrangements, to finance investments, to be used as a part of the company's incentive schemes or to be otherwise relinquished, held by the company or cancelled.

According to the authorisation, the Board of Directors decides on all other matters related to the repurchase of shares. The authorisation to repurchase own shares is in force for a period of not more than eighteen (18) months from the decision of the Annual General Meeting. This authorisation revokes the authorisation given to the Board of Directors by the Annual General Meeting on 19 March 2024 in respect of repurchase of the company's own class B shares.

Oriola Corporation

Petter Sandström
General Counsel

Further information:

Petter Sandström
General Counsel
tel. +358 10 429 5761
e-mail: petter.sandstrom@oriola.com

Mikael Wegmüller
VP, Communications and Sustainability
tel. +358 40 776 2314
email: mikael.wegmuller@oriola.com

Distribution:
Nasdaq Helsinki Ltd
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