Olvi Oyj — Proxy Solicitation & Information Statement 2021

Mar 10, 2021

Notice of Annual General Meeting

Notice of Annual General Meeting

Olvi Plc                      Stock Exchange Release 10 March 2021 at 3.00 pm

Notice of Annual General Meeting

The shareholders of Olvi plc are hereby invited to the Annual General Meeting
that will be held on Wednesday 31 March 2021 at 11:00 am at the Olvi plc head
office, address Olvitie I–IV, Iisalmi, Finland. The Board of Directors of the
company has decided on extraordinary meeting procedure by virtue of a temporary
law (677/2020) that entered into force on 3 October 2020, in order to contain
the spreading of the corona pandemic. This allows the Annual General Meeting to
be held in a predictable manner, taking into account the health and safety of
shareholders, the company’s personnel and other stakeholders.
The shareholders of the company may participate in the meeting and exercise
their shareholder rights only by voting in advance. Due to the corona pandemic,
physical attendance will not be possible. Instructions for this are provided in
part C of this notice, Instructions for the participants in the meeting.
Shareholders can view the Managing Director’s review as a video presentation on
the company’s Web site. The presentation will be published simultaneously with
this notice of meeting.

A. Agenda of the meeting

The Annual General Meeting of Olvi plc will consider the following matters:

1. Opening the meeting

2. Matters of order for the meeting

3. Election of the persons to confirm the minutes and to verify the counting of
   votes

4. Recording the legal convening of the meeting

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

6. Presentation of the financial statements 2020, the report of the Board of
   Directors and the auditors’ report

Review by the Managing Director

1. Adoption of the financial statements

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

The Board of Directors will propose that a dividend of 1.10 euro shall be paid
on each Series A and Series K share on the basis of the adopted balance sheet
for 2020. The dividend will be paid to shareholders registered in the company’s
register of shareholders held by Euroclear Finland Ltd on the record date of the
dividend payment, 6 April 2021. No dividend shall be paid on treasury shares
held by the company on the record date. The Board of Directors proposes that the
dividend be paid in two instalments, one half on 20 April 2021 and the other
half on 3 September 2021 to those registered as shareholders on the record date
26 August 2021. There have been no substantial changes in the company’s
financial position after the end of the accounting period. The company’s
liquidity is good and, according to the Board of Directors’ understanding, the
proposed distribution of profit does not endanger liquidity.
The Annual General Meeting shall authorise the Board of Directors to decide on a
new record date and payout date for the second instalment of dividends should
the rules and regulations of the Finnish book-entry system be amended or
otherwise dictate such a change.

1. Resolution on the discharge of the members of the Board of Directors and the
   Managing Director from liability

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

Shareholders who jointly represent more than 70 percent of voting rights in the
company have notified the company that they will propose to the Annual General
Meeting that remuneration of the Board of Directors shall remain unchanged. It
will be proposed that the Chairman of the Board shall receive 5,000 euro per
month, the Vice Chairman 2,500 euro per month, and other members of the Board
2,000 euro per month. In addition to this, it will be proposed that the Chairman
shall receive an attendance allowance of 950 euro per meeting, and other members
shall receive 650 euro per meeting. Attendees at Board Committee meetings shall
receive 650 euro per meeting. It will be proposed that travel expenses be
reimbursed in accordance with the company’s travel regulations.

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

Shareholders who jointly represent more than 70 percent of voting rights in the
company have notified the company that they will propose to the Annual General
Meeting a Board of Directors comprising six (6) members.

1. Election of members of the Board of Directors

Shareholders who jointly represent more than 70 percent of voting rights in the
company have notified the company that they will propose to the Annual General
Meeting that the following members of the Board of Directors be re-elected for a
period ending at the next Annual General Meeting: Hakkarainen Pentti, Hortling
Nora, Markula Elisa, Heinonen Lasse and Paltola Päivi, and that Juho Nummela be
elected as a new member of the Board.

1. Resolution on the remuneration of the auditor

The Board of Directors proposes that the auditor’s fee and expenses shall be
paid in accordance with a conventional invoice approved by the company.

1. Election of auditor

The Board of Directors proposes that Ernst & Young Oy, Authorised Public
Accounting Firm, be elected the company’s auditor, with Elina Laitinen, APA, as
auditor in charge until the next Annual General Meeting.

1. Authorising the Board of Directors to decide on the acquisition of treasury
   shares

The Board of Directors proposes that the Annual General Meeting would revoke all
existing unused authorisations to acquire treasury shares and authorise the
Board of Directors to decide on the acquisition of a maximum of 500,000 of the
company’s own Series A shares in one or more lots using the company’s
unrestricted equity on the following terms and conditions:

The shares shall be acquired in public trading arranged by NASDAQ OMX Helsinki
Ltd, due to which the acquisition shall constitute a deviation from the pro rata
principle among shareholders, and the compensation payable for the shares shall
be the market price of the Olvi A share at the time of acquisition. The shares
shall be acquired for the purpose of financing or executing any upcoming
corporate acquisitions or other arrangements, implementing the company’s
incentive schemes or for other purposes decided upon by the Board of Directors.
The maximum number of shares to be acquired represents approximately 2.4 percent
of all shares in the company and approximately 0.5 percent of all votes, which
means that the acquisition would not have any significant effect on the
distribution of shareholdings and voting rights in the company.

The Board of Directors shall decide upon other matters related to the
acquisition of treasury shares.

It is proposed that the authorisation to acquire treasury shares shall be valid
until the closing of the Annual General Meeting 2022, however no longer than 18
months from the General Meeting’s decision of authorisation.

1. Authorising the Board of Directors to decide on a share issue

The Board of Directors proposes that the Annual General Meeting would revoke any
existing authorisations concerning share issues and authorise the Board of
Directors to decide on the issue of a maximum of 1,000,000 new Series A shares
and the transfer of a maximum of 500,000 Series A shares held by the company as
treasury shares (“Issue authorisation”).

The new shares can be issued and the treasury shares transferred in one or more
lots either against payment or free of charge. The new shares can be issued and
the treasury shares transferred to the company’s shareholders on a pro rata
basis in relation to their existing holdings, or a private placing can be
executed in deviation from shareholders’ pre-emptive rights if a weighty
economic reason for this exists from the company’s viewpoint, such as financing
or execution of corporate acquisitions or arrangements, development of the
company’s equity structure, improvement of share liquidity or implementation of
the company’s incentive schemes. A private placing can be free of charge only if
a particularly weighty economic reason for this exists from the company’s
viewpoint, taking into consideration the interests of all shareholders. The
Board of Directors shall decide upon other matters related to share issues.

It is proposed that the issue authorisation shall be valid until the closing of
the Annual General Meeting 2022, however no longer than 18 months from the
General Meeting’s decision of issue authorisation.

1. Closing of the meeting

B. Documents of the General Meeting

The proposals of the Board of Directors included on the above agenda, further
details on the proposed members of the Board, this notice of meeting and the
financial statement documents with attachments are available to shareholders
starting from 10 March 2021 at 3:00 pm at Olvi plc’s head office, address
Olvitie I-IV, 74100 Iisalmi, Finland. The documents will also be available on
the Web site www.olvigroup.fi/en/investors/corporate-governance/annual-general
-meeting from 10 March 2021 at 3:00 pm onwards.

The proposals of the Board of Directors and the financial statement documents
will also be available electronically on the company’s Web site
(www.olvigroup.fi/en/investors/corporate-governance/annual-general-meeting), and
copies of the documents and this notice of meeting will be sent to shareholders
upon request.

C. Instructions for the participants in the meeting

A shareholder may only participate in the meeting and exercise shareholders’
rights by voting in advance or by proxy in accordance with the instructions
below.

1. The right to participate and registration

Each shareholder registered on 19 March 2021 in the register of shareholders of
the company held by Euroclear Finland Ltd has the right to participate in the
General Meeting. A shareholder whose shares are registered on his/her personal
Finnish book-entry account is registered in the register of shareholders of the
company. A shareholder may only participate by voting in advance or by proxy as
specified below.

Registration and advance voting shall begin on 16 March 2021 when the deadline
for submitting counterproposals for voting has expired. A shareholder who wants
to participate in the General Meeting by voting in advance shall register for
the meeting and vote in advance no later than 24 March 2021 by 3:00 pm.

In connection with the registration, a shareholder shall 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. Personal data disclosed to Olvi plc by
shareholders will only be used for the processing of the General Meeting and any
required registrations associated with it.

Shareholders may register for the meeting and vote in advance between 16 and 24
March 2021 by the following means:

a. Online through Olvi’s Web site www.olvi.fi,
b. in writing to Olvi plc, Administration, P.O. Box 16, 74101 Iisalmi, Finland,
c. by email: hallinto@olvi.fi,

Voting instructions are available on the company’s Web site at www.olvi.fi or by
telephone from Monday to Friday between 1:00 pm and 3:00 pm on +358 290 00 1050
/ Administration.

1. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights
at the meeting by way of proxy representation. 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 meeting. Should a shareholder
participate in the 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 meeting.

A proxy document template will be available on the company’s Web site
www.olvi.fi once the deadline for submitting counterproposals for voting has
expired. Any proxy documents shall be delivered in original to Olvi plc,
Administration, Olvitie I-IV, 74100 Iisalmi, Finland, before the last date for
registration.

1. Holders of nominee registered shares

A holder of nominee registered shares is entitled to participate in the General
Meeting by virtue of shares that would allow him/her to be registered in the
company’s register of shareholders held by Euroclear Finland Ltd on 19 March
2021. A further prerequisite for participation is that the shareholder be
registered in the company’s temporary register of shareholders held by Euroclear
Finland Ltd by virtue of these shares no later than 26 March 2021 by 10:00 am.
As far as nominee registered shares are concerned, this is considered to
constitute registration for the General Meeting.

A holder of nominee registered shares is advised without delay to request from
his/her custodian bank necessary instructions regarding the registration in the
register of shareholders, the issuing of proxy documents and registration for
the General Meeting. The account management organisation of the custodian bank
will register a holder of nominee registered shares, who wants to participate in
the Annual General Meeting, to be temporarily entered in the shareholders’
register by the deadline specified above and to take care of advance voting on
behalf of the holder of nominee registered shares.

1. Other information

Shareholders holding at least one-hundredth of all shares in the company are
entitled to present a counterproposal against the proposals on the agenda of the
General Meeting, and such counterproposals shall be voted upon. Counterproposals
shall be submitted to the company by email at hallinto@olvi.fi on 15 March 2021
at the latest. When submitting a counterproposal, the shareholders must present
an account of their shareholdings. A counterproposal will be taken to the agenda
of the General Meeting on the preconditions that the shareholder is entitled to
participate in the meeting and that his/her holding on the record date for the
meeting is at least one-hundredth of all shares in the company. If a
counterproposal is not taken to the agenda, any votes given in favour of the
counterproposal will not be taken into account. The company will publish any
counterproposals admitted for voting on the company’s Web site www.olvi.fi on 16
March 2021 at the latest.

A shareholder may present questions on matters dealt with by the meeting, as
referred to Chapter 5, Section 25 of the Limited Liability Companies Act, on 17
March 2021 at the latest by email at hallinto@olvi.fi or by post to Olvi plc,
Administration, P.O. Box 16, 74101 Iisalmi, Finland. Such questions from
shareholders, corporate management’s responses to these and any counterproposals
not admitted for voting will be available on the company’s Web site www.olvi.fi
on 22 March 2021 at the latest. A precondition for presenting questions and
submitting counterproposals is that the shareholder provides a sufficient
account of his/her shareholdings.

On the date of this notice of meeting, Olvi plc has a total of 16,989,976 Series
A shares representing a total of 16,989,976 votes, as well as 3,732,256 Series K
shares representing a total of 74,645,120 votes.

Iisalmi, 10 March 2021

Olvi plc

BOARD OF DIRECTORS

Further information:

Lasse Aho, Managing Director
Olvi plc
phone +358 290 00 1050 or +358 400 203 600

DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Key media
www.olvi.fi

Attachments: