ALTIA — Proxy Solicitation & Information Statement 2020

May 13, 2020

Altia Plc: Notice of the Annual General Meeting

Altia Plc: Notice of the Annual General Meeting

Altia Plc  Stock Exchange Release  13 May 2020 at 5 pm EET

Altia Plc: Notice of the Annual General Meeting

Notice is given to the shareholders of Altia Plc of the Annual General Meeting
to be held on Thursday, 4 June at 4.00 p.m. at Altia’s head office, Kaapeliaukio
1, 00180, Helsinki, Finland. The reception of attendees who have registered for
the meeting will commence at 3.00 p.m.

Due to the coronavirus pandemic, Altia has imposed precautionary measures to be
able to hold the Annual General Meeting and to ensure the health and safety of
the shareholders, the company’s employees and other stakeholders. The Annual
General Meeting will only be held if the number of shareholders attending the
meeting in person is small enough to allow the meeting to be arranged in
accordance and in line with the restrictions set by the Finnish authorities.

Altia strongly urges its shareholders not to attend the Annual General Meeting
in person at the meeting venue. All shareholders are encouraged to follow the
meeting remotely through a live webcast and/or exercise their voting rights by
voting in advance or alternatively by using the proxy service provided by the
company. The shareholders may pose written questions to the company in advance
regarding matters to be considered at the meeting and Altia will publish a video
review by the CEO on its website after the meeting. No food or beverages will be
served at the Annual General Meeting, and no giveaways will be handed out. More
details on the special arrangements are provided in section D to this notice.

A. Matters on the agenda of the Annual General Meeting

The following matters will be considered at the Annual General Meeting:

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 of the legality of the meeting

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

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

· Review by the CEO, including the presentation of the Financial Statements
and the Report of the Board of Directors
· Presentation of the Auditor’s Report
· Review of the remuneration in 2019 and the Responsibility Report

1. Adoption of the Financial Statements

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

According to the Financial Statements on 31 December 2019, the parent company’s
distributable funds amount to EUR 96 936 582.11, including profit for the period
of EUR 38 585 786.54.

The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.21 per share be paid for the financial year 2019. The dividend will be
paid to a shareholder registered in the shareholders’ register held by Euroclear
Finland Oy on the record date of the payment, i.e. 8 June 2020. The Board of
Directors proposes that the dividend be paid on 15 June 2020.

Further, the Board of Directors proposes that the Board of Directors be
authorized to resolve on the payment of dividend so that the amount of dividend
to be paid based on the authorization shall not exceed EUR 0.21 per share. The
authorization is valid until the end of 2020.

Unless the Board of Directors decides otherwise for a justified reason, the
authorization will be used to pay dividend one time during the period of
validity of the authorization. The Board of Directors will make a separate
resolution on the possible payment of dividend no later than in the fourth
quarter of 2020. The company shall make a separate announcement of such
resolution and confirm the record and payment dates in such announcement.

The dividend to be paid based on a resolution of the Board of Directors will be
paid to a shareholder registered in the company’s shareholders’ register
maintained by Euroclear Finland Ltd on the dividend record date.

1. Resolution on the discharge of the members of the Board of Directors and the
   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 has been published by a stock exchange release and is
available on the company’s website at www.altiagroup.com/investors.

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

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the remuneration to be paid to the members of the Board of Directors during the
next term would consist 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 members of the Board of Directors would
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 would be reimbursed
in accordance with the company’s travel policy.

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

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the number of members of the Board of Directors would be seven (7).

1. Election of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that of the present members of the
Board of Directors Tiina Lencioni, Jukka Ohtola, Anette Rosengren, Torsten
Steenholt and Sanna Suvanto-Harsaae, would be re-elected to the Board of
Directors and that Jukka Leinonen and Jyrki Mäki-Kala would be elected as new
members. The term for the members of the Board of Directors lasts until the end
of the next Annual General Meeting.

All of the proposed members of the Board of Directors have been determined to be
independent of the company. Furthermore, the proposed members of the Board of
Directors, with the exception of Jukka Ohtola, have been determined to be
independent of the company’s major shareholders. Jukka Ohtola is a member of the
Board of Directors of State Development Company Vake Oy and 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.

Further, the Shareholders’ Nomination Board proposes to the Annual General
Meeting, that Sanna Suvanto-Harsaae be elected as Chairman and Jyrki Mäki-Kala
as Vice Chairman of the Board of Directors.

The CV’s of all persons proposed as members of the Board of Directors are
available on the company’s website at www.altiagroup.com/investors.

1. Resolution on the remuneration of the auditor

Upon the recommendation of the Audit Committee, the Board of Directors proposes
to the Annual General Meeting that the auditor’s fees be paid against an invoice
approved by the company.

1. Election of the auditor

Upon the recommendation of the Audit Committee, the Board of Directors proposes
to the Annual General Meeting, that PricewaterhouseCoopers Oy be re-elected 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 would continue as the auditor in
charge.

1. Amendment of the Articles of Association

The Board of Directors proposes to the Annual General Meeting that the first
sentence of Article 4 of the company’s Articles of Association be amended in
order to set the maximum number of members of the Board of Directors of the
company at eight members instead of the current seven members. The first
sentence of Article 4 of the Articles of Association would following the
amendment read as follows:

“The company’s Board of Directors shall comprise a minimum of three (3) and a
maximum of eight (8) members.”

Article 4 of the Articles of Association will otherwise remain unchanged.

Further, the Board of Directors proposes to the Annual General Meeting that
Article 11 of the company’s Articles of Association be amended so that the
Annual General Meeting shall decide, in addition to the items that currently
appear from Article 11, also on the adoption of the remuneration policy when
necessary, and on the adoption of the remuneration report. Article 11 of the
Articles of Association would following the amendments read as follows:

“The Annual General Meeting must be held annually within six (6) months from the
end of the financial year on the date specified by the Board of Directors.

The General Meeting shall present:

1. financial statements, which includes parent company’s profit and loss
   account, balance sheet, and notes, as well as the consolidated financial
   statements and the Board of Directors’ report;

2. the auditor's report;

shall decide on:

1. the adoption of the financial statements;

2. the use of the profit shown on the balance sheet;

3. the discharge from liability to the members of the Board of Directors and the
   CEO;

4. the adoption of the remuneration policy, when necessary;

5. the adoption of the remuneration report;

6. the number of the members of the Board of Directors, as well as the
   remuneration payable to the members of the Board of Directors and the auditor
   and;

shall elect:

1. a Chairman and Vice Chairman of the Board of Directors and other members of
   the Board of Directors;

2. an auditor;

shall deal with:

1. any matters notified by the shareholders in the manner provided for in
   Section 5 of Chapter 5 of the Finnish Limited Liability Companies Act; and

2. other matters listed in the meeting notice.”

3. Authorization of the Board of Directors to resolve on the repurchase of the
   company’s own shares

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to resolve on the repurchase of the company’s own shares. The
number of shares to be repurchased by virtue of the authorization shall not
exceed 360,000 own shares in the company, which corresponds to approximately one
percent of all the company’s shares at the time of the proposal, subject to the
provisions of the Finnish Companies Act on the maximum amount of shares owned by
the company or its subsidiaries.

The shares may be repurchased in one or several instalments and either through a
tender offer made to all shareholders on equal terms or in another proportion
than that of the existing shareholdings of the shareholders in the company in
public trading at the prevailing market price. The shares would be repurchased
with funds from the company’s unrestricted shareholders’ equity.

The shares could be repurchased for the purpose of implementing the company’s
share-based incentive plans or share savings plans. The Board of Directors would
be authorized to resolve on all other terms and conditions regarding the
repurchase of the company’s own shares.

The authorization is proposed to be valid until the close of the next Annual
General Meeting, however, no longer than until 30 June 2021.

1. Amendment of the charter of the Shareholders’ Nomination Board

According to section 2 of the current charter of the Shareholders’ Nomination
Board, the members of the Nomination Board shall represent the company’s three
(3) largest shareholders who (i) represent the largest number of votes of all
shares in the company on the first banking day of September each year (the
“Value Day”) as determined on the basis of the shareholder register of the
company maintained by Euroclear Finland Ltd; and (ii) wish to nominate a member
to the Nomination Board.

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
section 2 of the charter of the Shareholders’ Nomination Board be amended so
that the Value Day is the first banking day of June each year instead of the
current Value Day, which is the first banking day of September.

The Charter of the Shareholders' Nomination Board in its entirety is available
on the company’s website at www.altiagroup.com/investors.

1. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for resolutions on the matters on the agenda of the Annual General
Meeting and this notice are available on Altia Plc’s website at
www.altiagroup.com/investors. The Annual Report of Altia Plc, which includes the
company’s Financial Statements, the Report of the Board of Directors and the
Auditor’s Report is, together with the Remuneration Policy, available on the
above-mentioned website. In addition, the company’s Corporate Responsibility
Report is also available on the above-mentioned website as part of the Annual
Report. The proposals for resolutions and the other above-mentioned documents
will also be available at the Annual General Meeting. The minutes of the Annual
General Meeting will be available on the above-mentioned website as of 18 June
2020 at the latest.

C. Instructions for the participants in the Annual General Meeting

1. Right to participate and registration

Each shareholder, who is registered on the record date of the Annual General
Meeting, on 25 May 2020, in the shareholders’ register of the company maintained
by Euroclear Finland Oy, 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 company’s shareholders’ register.

A shareholder who is registered in the company’s shareholders’ register and
wants to participate in the Annual General Meeting must register for the meeting
by giving prior notice of attendance no later than on 1 June 2020 at 4.00 p.m.
(Finnish time), by which time the registration needs to have been received by
the company. Such notice can be given:

· on the company’s website at www.altiagroup.com/investors;
· by email to investor.relations@altiagroup.com;
· by telephone to +358 20 770 6908 from Monday to Friday from 9:00 a.m. to
4:00 p.m. (Finnish time); or
· by mail to Altia Plc, AGM, Kaapeliaukio 1, P.O Box 350, 00101 Helsinki,
Finland.

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

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 25 May 2020, would be entitled to be
registered in the shareholders’ register of the company maintained by Euroclear
Finland Oy. The right to participate in the Annual General Meeting requires, in
addition, that the shareholder has, on the basis of such shares, been
temporarily registered in the shareholders’ register maintained by Euroclear
Finland Oy at the latest on 1 June 2020 at 10:00 a.m. (Finnish time). This
constitutes due registration for the Annual General Meeting with regard to
nominee-registered shares. Changes in the share ownership following the record
date of the general meeting do not have an impact on the right to participate in
the general meeting nor on the number of votes of the shareholder.

A holder of nominee-registered shares is advised to request without delay the
necessary instructions regarding the temporary registration in the shareholders’
register of the company, the issuing of proxy documents and the registration for
the Annual General Meeting from his/her custodian bank. The account management
organization of the custodian bank must temporarily register a holder of nominee
-registered shares who wishes to participate in the Annual General Meeting in
the shareholders’ register of the company at the latest by the deadline stated
above, and possibly vote in advance on behalf of the holder of nominee
-registered shares. Additional information on advance voting is provided below
in section D.

1. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation. All shareholders are
encouraged to vote in advance or exercise their voting rights in the Annual
General Meeting by using the proxy service provided by Altia. Additional
information on advance voting and the proxy service provided by Altia is
provided below in section D.

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. When a shareholder participates in the Annual General
Meeting by means of several proxy representatives, representing the shareholder
with shares in 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 documents should be delivered by email to
investor.relations@altiagroup.com or by mail to Altia Plc, AGM, Kaapeliaukio 1,
P.O Box 350, 00101 Helsinki, Finland prior to the expiration of the registration
period.

1. Other 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 the company and votes
represented by such shares is 36 140 485 shares and votes.

D. Special arrangements in order to comply with regulations by the authorities

Altia strongly urges its shareholders not to attend the Annual General Meeting
in person at the meeting venue. All shareholders are encouraged to follow the
meeting remotely through a live webcast and/or exercise their voting rights by
voting in advance or alternatively by using the proxy service provided by the
company (detailed instructions below). Shareholders wishing to exercise their
shareholders’ rights by voting in advance or by using the proxy service provided
by the company are required to be registered for the Annual General Meeting in
accordance with the instructions set out above. Shareholders may also pose
written questions to the company in advance regarding matters to be considered
at the meeting.

No food or beverages will be served at the Annual General Meeting, and no
giveaways will be handed out. The meeting and all presentations, including the
CEO’s review, will be short and meet the minimal requirements. The participation
of the members of the Board of Directors and the Executive Management Team is
limited to the minimum. Altia will publish a video review by the CEO on its
website after the meeting.

Persons who belong to risk groups based on their age or medical condition or who
have travelled outside of Finland 14 days prior to the Annual General Meeting,
as well as persons with flu symptoms, are requested not to attend the meeting in
person.

1. Instructions for following the Annual General Meeting through a live webcast

Shareholders can follow the meeting via a live webcast at
www.altiagroup.com/investors. A shareholder who chooses to only follow the
meeting through the live webcast will not be recorded as a participant in the
Annual General Meeting. Accordingly, such shareholders will not have the
possibility to address the meeting or participate in any vote (except through a
proxy representative or by voting in advance). Additional information and
instructions on following the live webcast are available on the company’s
website at www.altiagroup.com/investors.

1. Advance voting

A shareholder who has a Finnish book-entry account may vote in advance on
certain items on the agenda of the Annual General Meeting through the company's
website from 13 May 2020 until 1 June 2020 at 4.00 p.m. It is not possible for a
shareholder having voted in advance to use his/her right under the Companies Act
to pose questions or to request a vote at the Annual General Meeting, and
his/her ability to vote on an agenda item possibly having changed after the
commencement of the advance voting may be restricted, unless he/she is present
at the Annual General Meeting in person or by proxy representation. The terms
and conditions as well as other instructions concerning the electronic advance
voting are available on the company’s website at www.altiagroup.com/investors.
The shareholder’s book-entry account number is needed for voting in advance.

Custodian banks or other proxy representatives representing holders of nominee
-registered shares are asked to deliver the voting instructions of the holders
of nominee-registered shares represented by them along with proxy documents by
email to investor.relations@altiagroup.com on 1 June 2020 at 4.00 p.m. at the
latest, which is considered as advance voting.

1. Proxy service

A shareholder can choose to authorize the Company’s Legal Counsel Heini Moilanen
or her order, to represent the shareholder and exercise voting rights on behalf
of the shareholder at the Annual General Meeting. Shareholders wishing to
exercise their shareholder rights by using the proxy service provided by the
company are required to be registered for the Annual General Meeting in
accordance with the instructions set out above.

Proxy forms including voting instructions and more detailed instructions
regarding the proxy service are available on the company’s website at
www.altiagroup.com/investors. A shareholder shall send the proxy document to the
company either by e-mail to investor.relations@altiagroup.com or by mail to
Altia Plc, AGM, Kaapeliaukio 1, P.O Box 350, 00101 Helsinki, Finland, by 1 June
2020 at 4.00 p.m. at the latest.

1. Instructions for posing written questions in advance

Shareholders may pose written questions to the company in advance regarding
matters to be considered at the meeting. Presentations are as far as possible
set up so that questions submitted in advance are taken into account or
questions are answered in another manner. The possible questions should be
submitted through the web form available on the company’s website at
www.altiagroup.com/investors no later than 28 May 2020 at 4.00 p.m.

Altia monitors the development of the coronavirus situation, complies with
instructions by the Finnish authorities, and updates measures described in this
notice, if necessary. Shareholders are asked to follow the company’s website
www.altiagroup.com/investors for possible further instructions or changes.

In Helsinki, 13 May 2020

ALTIA PLC

The Board of Directors

Contacts:

Analysts and investors: Tua Stenius-Örnhjelm, Investor Relations, tel. +358 40
748 8864

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

Distribution:

Nasdaq Helsinki Ltd

Principal media

www.altiagroup.com

Altia is a leading Nordic alcoholic beverage brand company operating in the
wines and spirits markets in the Nordic and Baltic countries. Altia wants
to support a development of a modern, responsible Nordic drinking
culture. Altia’s flagship brands are Koskenkorva, O.P. Anderson and Larsen.
Other iconic Nordic brands are Chill Out, Blossa, Xanté, Jaloviina, Leijona,
Explorer and Grönstedts. Altia’s net sales in 2019 were EUR 359.6 million and
the company employs about 650 professionals. Altia’s shares are listed on Nasdaq
Helsinki.  www.altiagroup.com (https://emea01.safelinks.protection.outlook.com/?u
rl=http%3A%2F%2Fwww.altiagroup.com%2F&data=02%7C01%7Ctua.stenius
-ornhjelm%40altiacorporation.com%7C2585bdb59e634e3166bb08d68cc5cb74%7Cc32b30ff587
14a7da29e6f63e6b0ebfd%7C0%7C1%7C636851178498173052&sdata=ieSBZyTDawyVcCqpF1RCYITo
I%2Bk%2FEosQeClTugAvHBM%3D&reserved=0).

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