Olvi Oyj — Proxy Solicitation & Information Statement 2022

Feb 28, 2022

The shareholders of Olvi plc are hereby invited to the Annual General Meeting that will be held on Wednesday 30 March 2022 at 11:00 am in the Olvi Beer Hall, address Louniemenkatu 4, Iisalmi, Finland. The Board of Directors of the company has decided on extraordinary meeting procedure by virtue of a temporary law (375/2021) that entered into force on 8 May 2021, 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 or by proxy. Instructions for this are provided in part C of this notice, Instructions for the participants in the meeting.

Shareholders may follow the processing of the resolutions of the Annual General Meeting and the Managing Director's review either online or, if corona restrictions allow, by attending on site. At the meeting venue, shareholders have the opportunity to meet corporate management. The meeting will be arranged in compliance with the corona restrictions in force at the time, and as allowed by such restrictions. Instructions for ordering the online link and registering for the meeting event in Iisalmi can be found on the AGM Web site www.olvi.fi . Furthermore, a recording of the Managing Director's review will be available on the company's Web site in connection with the publication of the meeting minutes.

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

The meeting will be chaired by Jyrki Piipurinen, attorney-at-law 11 Jyrki Piipurinen in double to serve as Chairman due to a lengthy reason. The Board of Directors shall appoint a Chairman at their best discretion. The Chairman may appoint a secretary for the meeting.

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

The Board of Directors has appointed Jari Kääriäinen to confirm the minutes and to verify the counting of votes. If Kääriäinen do not do, to serve as assistance, the Board of Directors shall appoint a person at their best discretion 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

Shareholders considered to be in attendance shall include those shareholder on who have voted in advance within the time period for advance voting and who are entitled to participate in the General Meeting in accordance with Chapter 5, Sections 4 and 5 of the Limited Liability Companies Act. The list of votes shall be adopted in accordance with information provided by Euroclear Finland Ltd.

6. Presentation of the financial statements 2021, the report of the Board of Directors and the auditors' report

Review by the Managing Director

7. Adoption of the financial statements

8. 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 1.20 euro shall be paid on each device. The Board of Directors may have the 2021. The dividend shall be paid in two instalments: the first half on 30 April 2022 to those registered as shareholders on the record date 1 April 2022. The second half shall be paid on 2 September 2022 to those registered as shareholders on the record date 28 August 2022. No dividend shall be paid on treasury shares held by the company on the record date. 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' underwriting, the proposed distribution of profit does not endanger liquidity.

The Annual General Meeting shall authorize 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.

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

10. 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 1,000 euro per month, the Vice Chairman 1,500 euro per month, and other members of the Board of Directors per month shall be paid in accordance with the proposed that the Chairman shall receive an attendance allowance of 850 euro per meeting, and other members shall receive 850 euro per meeting. At random at Board Committee meetings shall receive 850 euro per meeting. It will be proposed that travel expenses be reimbursed in accordance with the company's travel regulation.

11. 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 of Board of Directors comprising six (6) members.

12. 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 remuneration of the Board of Directors be re-elected to a period ending at the next Annual General Meeting. Riskkereiten, Peretti, Török, Pylsy, Reiss, Heinonen Laxso, Markula Elins, Nummela Aide and Puhdu Piiri.

13. 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.

14. Election of auditor

The Board of Directors proposes that Ervat & Young Oy, Authorized Public Accounting Firm, be elected the company's auditor, with Elina Laitinen, APA, as auditor in charge under the next Annual General Meeting.

15. 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 the members of the Board of Directors to decide on the acquisition of a maximum of 500,000 of the treasury's stockholders. The Board of Directors do not accept the name of the treasury, nor do it have the name of the treasury's unrestricted equity on the following terms and conditions:

The shares shall be acquired in public trading arranged by NASDAQ OMX (british) Ltd. As to which the acquisition shall constitute a deviation from the previous principle enough shareholders, and the compensation payable for the shares shall be the same as the amount of the stockholders' time of acquisition. The shares shall be acquired for the purpose of financing or operating any operating or outside acquisition or other arrangements, implemented by the company's incentive scheme on the other purposes, and open by the Board of Directors. The maximum number of shares to be acquired represents approximately 3.4 percent of all shares in the company and approximately 0.3 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 national network acquire treasury shares shall be valid until the closing of the Annual General Meeting 2023, however no longer than 18 months from the General Meeting's decision of authorization.

16. 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 authorizations concerning share issues and authorize the Board of Directors to decide on a share of a maximum of 1,000,000 new entries. A shares and the transfer of a maximum of 500,000 Swiss A shares held by the company as treasury shares ("Iowa authorizations").

The vote shares can be issued and the treasury shares transferred in one or more (six) other against payment or free of charge. The new shares can be issued and the treasury shares transferred to the company's shareholders who provide basis in relation to their existing holdings, or a private placing can be one-station deviation from shareholder's fee, negative rights. A weighty version of the share data from the company's viewpoint, such as financing or operation of corporate acquisitions or atrocampaigns, 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 version comes to the state 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 authorization shall be valid until the closing of the Annual General Meeting 2023, however no longer than 18 months from the General Meeting's decision of issue authorization.

17. Closing of the meeting

B. Documents of the General Meeting

The proposals of the Board of Directors included on the above agenda, this notice of meeting and the financial statements documents with attachments are available to shareholders starting from 28 February 2022 at 3:00 pm at Olvi plc's head office, address Olvi no 1-17, 74036 Iisalmi, Finland.

The documents will also be available electronically starting from 28 February 2022 at 3:00 pm on the company's Web site at www.olvigroup.fi my/investors corporate government annual general meeting shareholders' 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 28 March 2022 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 behalf will be registered as agents 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 15 March 2022 when the deadline for submitting counterproposals by 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 Wednesday 23 March 2022 by 3:00 pm.

In connection with the registration, a shareholder shall not (i) hire her name, personal identification number, address, telephone number, the name of a resident, the date 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 15 and 23 March 2022 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: hallintojinolvi.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 +308 280 081 1030 / Administration.

Detailed instructions for ordering the video link and/or registering for the General Meeting event can be found on the company's Web site www.olvgroup.fi or Annual General Meeting 2022.

2. 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.

Shareholders not voting in advance are requested to utilize the proxy service official for the company and to authorize a proxy appointed by the company or a party nominated by him/her to represent the shareholder and exercise his/her voting rights at the meeting in accordance with voting instructions given by the shareholder. Agency representative may only attend the meeting prior to proxy termination.

A proxy representative shall produce a stand proxy document before the registration deadline 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, the agency representative may not be responsible for any of the same, and a proxy representative represents the shareholder shall be identified in connection with the registration for the meeting.

A proxy document template and presentation of the proxy representative with contact information will be available on the company's Web site www.olvi.fi or by telephone from Monday to Friday. The Company's Web site at www.olvi.fi may be available on the same day as any of the same. Any proxy statements shall be delivered in original to Olvi plc, Administration, Olvi no 1-27, 74100 Iisalmi, Finland, before the last date for registration.

3. 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 16 March 2022. A further prerequisite for participation in that the shareholder be registered in the company's temporary register of shareholders held by Euroclear Finland Ltd by virtue of the shareholder's name is 20 March 2022 by 10:00 am. As for no 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 him/her a substitute bank member or instructions regarding the registration on the register of shareholders, the issuing of proxy documents and registration for the General Meeting. The account management organization of the customer's 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 any such transfer or behalf of the holder of nominee registered shares.

4. Other information

Shareholders holding at least one hundredths of all shares in the company are entitled to present a counterproposal against the proposals on the agenda of the members of the Board of Directors of the company. The Company's Board of Directors may have the right to participate in the General Meeting and exercise his/her rights at the meeting by way of proxy registration. The Company's Board of Directors may have the right to participate in the General Meeting and exercise his/her rights at the meeting by way of proxy registration. The Company's Board of Directors may have the right to participate in the General Meeting and exercise his/her rights at the meeting by way of proxy registration. The Company's Board of Directors may have the right to participate in the General Meeting and exercise his/her rights at the meeting by way of proxy registration.