Olvi Oyj — Proxy Solicitation & Information Statement 2023

Feb 28, 2023

Notice of Annual General Meeting

Notice of Annual General Meeting

Olvi plc                      Notice of Annual General Meeting 28 February 2023
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, 29 March 2023 at 11:00 am in the Olvi Beer Hall,
address Luuniemenkatu 4, Iisalmi, Finland. Reception of shareholders registered
for the meeting and the distribution of voting slips will commence in the
meeting venue at 10:00 am
The shareholders of the company may exercise their shareholder rights also by
voting in advance. Instructions for advance voting are presented in part C of
this notice to the Annual General Meeting. Shareholders may also submit
questions referred to in chapter 5, section 25 of the Limited Liability
Companies Act on the matters to be discussed at the meeting in writing prior to
the meeting. Instructions for submitting questions in writing are presented in
part C of this notice.

Shareholders can follow the Annual General Meeting online. Instructions for
watching the online webcast are available on the company's website at
www.olvigroup.fi. Watching the online webcast does not mean that the shareholder
is officially in attendance.

We request the attendees to read the up-to-date meeting instructions on our
website at https://www.olvigroup.fi/en/investors/corporate-governance/annual
-general-meeting-shareholders/ .

A. Agenda of the meeting

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

1. Opening of the meeting

2. Matters of order for the meeting

3. Election of 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 for 2022, the report of the Board of
   Directors and the auditors' report

CEO's review

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 proposes that a dividend of EUR 1.20 be paid on each
Series A and Series K share on the basis of the adopted balance sheet for 2022.
The dividend shall be paid in two instalments, the first half on 20 April 2023
to shareholders registered in the company's register of shareholders on the
record date 31 March 2023. The second half shall be paid 5 September 2023 to
those registered in the company's register of shareholders on the record date 29
August 2023. 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 the proposed distribution of profit does not, in the
Board of Director's view, endanger liquidity.

The Annual General Meeting shall authorise the Board of Directors to decide on a
new record date and pay-out date for the second instalment of dividends should
the rules and regulations of the Finnish book-entry system be amended or
otherwise necessitate such a change.

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

2. Discussion of the Remuneration Report for the governing bodies

3. 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 be paid to the members of the Board of Directors as
follows: It will be proposed that the Chairman of the Board shall receive 6,500
euro per month, the Vice-Chairman 3,750 euro per month, and other members of the
Board 3,000 euro per month. In addition, it will be proposed that the Chairman
shall receive an attendance allowance of 950 euro per meeting, and other members
of the Board 650 euro per meeting. The attendance allowance for committee
meetings shall be 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 the members on 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 five (5) members.

1. Election 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 the following former members of the Board of Directors be re
-elected for a period ending at the next Annual General Meeting: Hortling Nora,
Heinonen Lasse, Nummela Juho and Paltola Päivi and, as a new member, Christian
Ståhlberg.
Of the former members, Pentti Hakkarainen and Elisa Markula have notified that
they will no longer be available for the position.

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 the auditor

The Board of Directors proposes that Ernst & Young Oy, Authorised Public
Accounting Firm, be elected as the company's auditor, with Elina Laitinen, APA,
serving as the 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, revoking all
existing unused authorisations to acquire treasury shares, 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 subject to 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 on any other matters related to the
acquisition of treasury shares.

It is proposed that the authorisation to acquire treasury shares shall be valid
until the close of the Annual General Meeting of 2024, but in any event not
longer than 18 months from the Annual General Meeting's decision on the
authorisation.

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

The Board of Directors proposes that the Annual General Meeting, revoking any
existing authorisations concerning share issues, authorise the Board of
Directors to decide on the issuance 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 is- sued
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 close of
the Annual General Meeting of 2024, but in any event not longer than 18 months
from the Annual General Meeting's decision on the 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, this
notice of meeting and the financial statement documents with attachments are
available to shareholders starting from 28 February 2023 at 3:00 pm at Olvi
plc's head office, address Olvitie I-IV, 74100 Iisalmi, Finland.

The documents will also be available electronically starting from 28 February
2023 at 3:00 pm on the company's Web site at
https://www.olvigroup.fi/en/investors/corporate-governance/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

1. The right to participate and registration

Each shareholder registered on 17 March 2023 in the company's register of
shareholders maintained by Euroclear Finland Ltd has the right to participate in
the General Meeting. A shareholder whose shares are registered on their personal
Finnish book-entry account is registered in the company's register of
shareholders.

A shareholder who wants to participate in the General Meeting shall register for
the meeting no later than Wednesday, 22 March 2023 by 3:00 pm. Registration will
be opened on 1 March 2023 at 12:00 noon.

In connection with the registration, a shareholder shall notify their name, date
of birth, address, and telephone number, as well as the name of any assistant or
proxy representative, and the personal identity code of the proxy
representative. The personal data disclosed to Olvi plc by the shareholders will
only be used for the processing of the General Meeting and any required
registrations associated with it.

Shareholders may register for the General Meeting and vote in advance between 1
March 2023 at 12:00 noon and 22 March 2023 at 3:00 pm by the following means:

a)      Online via Olvi's website www.olvigroup.fi,

b)      in writing to Innovatics Oy, General Meeting / Olvi plc,
Ratamestarinkatu 13 A, 00520 Helsinki, Finland

c)       by e-mail: agm@innovatics.fi

Further information about registration and advance voting is available by phone
during the registration period of the Annual General Meeting at Innovatics Ltd's
phone number +358 10 2818 909 from Monday to Friday 9:00 am to 12:00 noon and
1:00 pm to 4:00 pm.

The shareholder, their authorised representative or proxy representative shall,
where necessary, be able to prove their identity and/or right of representation.

More detailed instructions for registering for the General Meeting event and for
watching the meeting via online webcast can be found on the company's Web site
www.olvigroup.fi/en - Annual General Meeting 2023.

1. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights
at the meeting by way of proxy representation.

A proxy representative shall produce a dated power of attorney prior to the
expiry of the deadline for registration or otherwise prove in a reliable manner
their right to represent the shareholder at the meeting. The right of
representation can also be proven using the suomi.fi e-authorisations service
that is available in the registration service. 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 indicated in
connection with the registration for the meeting.

Any powers of attorney shall be delivered primarily as an attachment in
connection with the registration and advance voting, or alternatively as
originals by mail to Innovatics Oy, General Meeting/ Olvi plc, Ratamestarinkatu
13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi , before the
expiry of the deadline for registration. In addition to the delivery of proxies,
the shareholder or his proxy must take care of registering for the General
Meeting as described above in this notice.

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 them to be registered in the
company's register of shareholders maintained by Euroclear Finland Ltd on 17
March 2023. A further prerequisite for participation is that the shareholder be
registered in the company's temporary register of shareholders maintained by
Euroclear Finland Ltd by virtue of these shares no later than 24 March 2023 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
their custodian bank the necessary instructions regarding registration in the
register of shareholders, issuance of powers of attorney, 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 register of
shareholders by the deadline specified above and to take care of advance voting
on behalf of the holder of nominee-registered shares.

1. Other information

A shareholder may present questions on the matters on the meeting agenda, as
referred to in chapter 5, section 25 of the Limited Liability Companies Act,
until 15 March 2023 at 4:00 pm by email at hallinto@olvi.fi or by post to Olvi
plc, Administration, P.O. Box 16, 74101 Iisalmi, Finland. Questions may also be
presented in connection with meeting registration and advance voting. Such
questions by the shareholders and the responses thereto by the company's
management will be discussed in connection with the CEO's review.

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, 28 February 2023

Olvi plc

BOARD OF DIRECTORS

Further information:

Olvi plc
Patrik Lundell, CEO, Phone +358 290 00 1050 or +358 50 4775 181

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

Attachments: