ALTIA

AGM Information • Mar 19, 2021

Altia Plc: Decisions taken by Altia’s Annual General Meeting 2021 and Altia’s Board of Directors

Altia Plc: Decisions taken by Altia’s Annual General Meeting 2021 and Altia’s Board of Directors

Altia Plc Stock Exchange Release 19 March 2021 at 2:00 pm EET

Altia Plc: Decisions taken by Altia’s Annual General Meeting 2021 and Altia’s
Board of Directors

Altia’s Annual General Meeting was held in Helsinki on 19 March 2021. The
shareholders and their proxy representatives could only participate in the
meeting and exercise their shareholder’s rights by voting in advance as well as
by submitting counterproposals and asking questions in advance. It was not
possible to participate in the meeting in person at the meeting venue. The
extraordinary meeting procedures were based on the temporary legislation
(667/2020) that entered into force on 3 October 2020.

The Annual General Meeting adopted the financial statements and discharged the
members of the Board of Directors and the CEO from liability for the financial
year 2020.

Dividend payment

The meeting approved the proposal by the Board of Directors to pay a dividend of
EUR 0.35 per share for the financial year 2020. The dividend will be paid on 30
March 2021 to a shareholder registered in the shareholders’ register held by
Euroclear Finland Oy on the record date of the payment, i.e. 23 March 2021.

Adoption of the Remuneration Report of the governing bodies

The Annual General Meeting adopted the Remuneration Report of the governing
bodies.

Remuneration of the members of the Board of Directors

The meeting decided based on the proposal by the Shareholders’ Nomination Board
that the remuneration to the members of the Board of Directors during the next
term consists of a monthly term of office fee as follows:

· EUR 4 000 per month, Chairman
· EUR 2 500 per month, Vice Chairman
· EUR 2 000 per month, member

In addition to the monthly fee, the Board members receive a meeting fee for the
Board of Directors and Board Committee meetings of EUR 600 per meeting for Board
members residing in Finland and EUR 1 200 per meeting for Board members residing
abroad. Travel expenses are reimbursed in accordance with the company’s travel
policy.

The decision regarding the remuneration of the members of the Board of Directors
concern the term of office of the Board of Directors of Altia Plc that ends on
the closing date of the merger of Altia Plc and Arcus ASA, however no later than
by the end of Altia Plc’s 2022 Annual General Meeting.

Composition of the Board of Directors

The meeting approved the number of members of the Board of Directors to be seven
(7). The current members of the Board of Directors Jukka Leinonen, Tiina
Lencioni, Jyrki Mäki-Kala, Jukka Ohtola, Anette Rosengren, Torsten Steenholt and
Sanna Suvanto-Harsaae were re-elected as members of the Board of Directors.
Sanna Suvanto-Harsaae was elected as Chairman and Jyrki Mäki-Kala as Vice
Chairman of the Board of Directors.

The term for the members of the Board of Directors ends on the closing date of
the merger of Altia Plc and Arcus ASA, however no later than by the end of Altia
Plc’s 2022 Annual General Meeting.

Altia Plc’s Extraordinary General Meeting held on 12 November 2020 approved the
merger of Altia and Arcus ASA in accordance with the merger plan approved by the
Board of Directors of Altia and Arcus on 29 September 2020, including the number
of members, the composition and remuneration of the Board of Directors of the
combined company. The term for the members of the Board of Directors
conditionally elected to the Board of Directors at the Extraordinary General
Meeting held on 12 November 2020 commences on the closing date of the merger and
expires at the end of the Annual General Meeting of the combined company held in
2022.

Auditor

In accordance with the recommendation by the Audit Committee, the Annual General
Meeting re-elected PricewaterhouseCoopers Oy as the company’s auditor for a term
that ends at the close of the next Annual General Meeting.
PricewaterhouseCoopers Oy has informed the company that Authorized Public
Accountant Ylva Eriksson continues as the auditor in charge. The meeting decided
that the auditor’s fees be paid against an invoice approved by the company.

Authorization of the Board of Directors to resolve on an extra dividend

Further to the dividend payable for the financial year 2020 the Annual General
Meeting decided based on the proposal by the Board of Directors to renew the
Board of Directors’ authorization to resolve on an extra dividend granted by
Altia Plc’s Extraordinary General Meeting held on 12 November 2020.

In connection with the resolution to approve the merger between Altia Plc and
Arcus ASA, Altia Plc’s Extraordinary General Meeting held on 12 November 2020
authorized the Board of Directors to resolve on the payment of an extra
dividend, in one or several instalments, in the maximum total amount of EUR 0.40
per share (representing approximately EUR 14.5 million) to the shareholders of
the company prior to the registration of the execution of the merger between
Altia Plc and Arcus ASA. This authorization granted by the Extraordinary General
Meeting was valid until the Annual General Meeting held in 2021.

Thus, as the above mentioned authorization would have otherwise expired at the
Annual General Meeting, the Annual General Meeting decided to renew the Board of
Directors’ authorization so that the Board of Directors is authorized to resolve
on the payment of an extra dividend in the same amount and on the same terms and
conditions as in the authorization granted by the Extraordinary General Meeting
held on 12 November 2020.

Minutes of the meeting

The minutes of the Annual General Meeting will be available as of 2 April 2021
at the latest on Altia’s website at: www.altiagroup.com/investors.

Organisational meeting of the Board of Directors

Altia’s Board of Directors held its organisational meeting after the Annual
General Meeting and elected members of the Audit and Human Resources Committees
as follows:

· Audit Committee: Jyrki Mäki-Kala (Chairman), Tiina Lencioni, Torsten
Steenholt and Sanna Suvanto-Harsaae
· Human Resources Committee: Sanna Suvanto-Harsaae (Chairman), Jukka Leinonen
and Jukka Ohtola

The Board of Directors has assessed that all members of the Board of Directors
are independent of the company. Furthermore, all members of the Board of
Directors, with the exception of Jukka Ohtola, are independent of the company’s
major shareholders. Jukka Ohtola holds an office in the Ownership Steering
Department of the Finnish Prime Minister’s Office and is therefore not
independent of the company’s major shareholders.

ALTIA PLC

Further information:

Thomas Heinonen, General Counsel

Contacts:

Petra Gräsbeck, Corporate Communications, tel. +358 40 767 0867

Distribution:

Nasdaq Helsinki Ltd

Principal media

www.altiagroup.com

Attachments: