Olvi Oyj — Proxy Solicitation & Information Statement 2025

Mar 21, 2025

ODD

NOTICE TO

THE ANNUAL

GENERAL MEETING

16.4.2025

The shareholders of Divi pic are hereby invited to the Annual General Meeting that will be held on Wednesday, 16 April 2025, at 11:00 am in the Divi Beer Hall at Luuniemenkatu 4, Iisalmi, Finland. The reception of shareholders registered for the meeting and the distribution of voting slips will commence in the meeting venue at 10:00 am.

Shareholders can also exercise their voting rights 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 D of this notice to the Annual General Meeting.

Shareholders can follow the Annual General Meeting online. Instructions for watching the online webcast are available on the company's website at www.divigroup.fi. Watching the online webcast does not mean that the shareholder is officially in attendance. It is not possible to ask questions, make counter-proposals, address the meeting or vote via the online broadcast, and following the meeting via online broadcast shall not be considered as participating in the Annual General Meeting or exercising shareholders' rights.

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

A. Agenda of the meeting

The Annual General Meeting of Divi pic will address the following matters:

1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and supervise the counting of votes
4. Recording 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 for 2024, the report of the Board of Directors (including the sustainability statement), the auditors' report and the assurance report of the sustainability statement

CEO's review

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 proposes that a dividend of $0.05.1.50 be paid on each Series A and Series B share on the basis of the all-good balance sheet for 2024. The dividend shall be paid in two equal installments, the first instalment shall be paid on 26 April 2025 to shareholders registered in the company's register of shareholders with the name of the company's the company of the company. The second instalment shall be paid on 6 September 2025 to shareholders registered in the company's register of shareholders on the second date on 28 August 2025. 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 issued, and the proposed dividend on 6 April will not, in the Board of Directors' view, compromise the company's cash position.

The Annual General Meeting shall authorize the Board of Directors to decide on a new record date and permit him 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.

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

10. Consideration of the Remuneration Report of the governing bodies

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

Shareholders who jointly represent more than 57 percent of voting rights in the company have notified the company that they will propose to the Annual General Meeting that the remuneration paid to the members of the Board of Directors remain unchanged and be paid as follows:

It will be proposed that the Chair of the Board shall receive EUR 6,500 per month, the Vice Chair EUR 2,750 per month, and other members of the Board EUR 3,000 per month. In addition, it will be proposed that the Chair shall receive an attendance allowance of EUR 200 per meeting, and other members of the Board EUR 450 per meeting. The attendance allowance for committee meetings shall be EUR 850 per meeting. It will be proposed that direct expenses be reimbursed in accordance with the company's rental regulations.

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

Shareholders who jointly represent more than 57 per cent 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.

13. Election of the members of the Board

Shareholders who jointly represent more than 57 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 elected for a period ending at the next Annual General Meeting: James Heissman, Nora Hartling, Tarmo Noop, Juho Nammela, as well as Petko Toainen and Anette Vaini Antila as a new members. Päivi Paltola and Christian Ståhlberg have notified that they will not be available for re-election. Candidate members presentations are available on Divi pic's Annual General Meeting website.

14. Resolution on the remuneration of the auditor and the assurer of sustainability reporting

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

15. Election of the auditor

The Board of Directors proposes that KPMG Oy Ab, an Authorized Public Accounting Firm, be re-elected as the company's auditor until the next Annual General Meeting. KPMG Oy Ab has informed that Heidi Hyrj, APA, would continue as the auditor in charge of the company is selected.

16. Selecting a sustainability reporting assurer

On the recommendation of the Board of Directors' Audit Committee, the Board of Directors proposes to the Annual General Meeting that the sustainability audit firm KPMG Oy Ab be re-elected to verify the company's sustainability report for the term of office, which will continue until the end of the next Annual General Meeting. KPMG Oy Ab has informed that Heidi Hyrj, Certified Public Accountant and Sustainability Reporting Auditor (2004), would continue to select sustainability reporting answer if the company is selected.

17. Authorizing the Board of Directors to decide on the repurchase of the company's own shares

The Board of Directors proposes that the Annual General Meeting, resulting all existing cigarette authorizations to acquire the company's own shares (formerly "younger" authorise the Board of Directors to decide on the acquisition of a provision of 500,000 of the company's own Series A shares in one or more of the same, using the company's unrestricted equity subject to the following terms and conditions:

The shares shall be acquired in public trading arranged by NAGDAG Helsinki (the above which the acquisition will carried out in a proportion other than that of the shares held by the shareholders, and the consideration payable for the shares shall be the authorization of the Divi pic plus at the time of acquisition. The shares shall be acquired for the purpose of receiving or executing any individual corporate acquisitions or other arrangements, by disallowing the shareholders to purchase, sell, or transfer, or sell, or sell, or sell, or transfer, or sell, or transfer, or sell, or sell, or transfer, or sell, or sell, or sell, or transfer, or sell, or sell, or sell, or transfer, or sell, or sell, or sell, or sell, or sell, or sell, or sell, or sell.

It is proposed that the issue authorization shall be valid until the close of the Annual General Meeting of 2025, but in any event not longer than 18 months from the Annual General Meeting's decision on the issue authorization.

18. Authorizing the Board of Directors to decide on a share issue

The Board of Directors proposes that the Annual General Meeting, resulting any existing authorizations 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 issuance of a maximum of 500,000 Series A shares held by the company as treasury shares ("Issue authorization").

New shares may be issued and however shares held by the company may be transferred in one or more late, either against payment or free of charge. The new shares can be issued and the treasury shares transferred to the company's shareholders only pro rata basis or relatively the transfer, which is not subject to a standard financial calculation pro-company rights. If there are weighty financial reason for the company to close, such accounting or execution of corporate acquisitions or arrangements development of the company's equity structure, improvement of share liquidity, or implementation of the company's discretion as before. A directed share issue may be a share issue without payment only if there is an especially weighty reason for the same form for the company and with regard to the company of all shareholders in the company. The Board of Directors shall decide on any other matters related to share issues.

It is proposed that the issue authorization shall be valid until the close of the Annual General Meeting of 2025, but in any event not longer than 18 months from the Annual General Meeting's decision on the issue authorization.

19. Closing of the Annual General Meeting

B. Documents of the General Meeting

The proposals of the Board of Directors are listed on the above agenda, this notice to the meeting and the financial statement documents with attachments are available to shareholders starting from 21 March 2025 at 09:00 am at Divi pic's head office, address (Series I-IV/74100 Iisalmi, Finland).

The documents will also be available electronically starting from 21 March 2025 at 09:00 am on the company's website at https://www.divigroup.fi/en/investors/corporate-governance/annual-general-meeting-shareholders/. The price of the documents and this notice of meeting will be sent to shareholders upon request.

The minutes of the Annual General Meeting will be available on the company's website at 01 April 2025.

C. Instructions for the participants in the meeting

1. Eight to participate, registration and advance voting

Each shareholder registered on 4 April 2025 in the company's register of shareholders maintained by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the company's register of shareholders.

Shareholders who want to participate in the Annual General Meeting shall register for the meeting no later than Friday, 11 April 2025 at 09:00 am. Registration will be opened on 21 March 2025 at 09:00 am.

In connection with the registration, shareholders shall provide their name, date of birth, address, telephone number, the name of any assistant or proxy representative, and the personal identity code of the proxy representative.

The personal data disclosed to Divi pic by the shareholders will only be used for the processing of the Annual General Meeting and any required registrations associated with it.

Shareholders may register for the Annual General Meeting and vote in advance between 09:00 am on 21 March 2025 and 10:00 am on 11 April 2025 by the following means:

a) Online via Divi+ website www.divigroup.fi
b) in writing to Divi pic / Annual General Meeting, (Series I-V/74100 Iisalmi, Finland
c) by email: hallinto@olvi.fi

Shareholders are requested to vote in advance between 09:00 am on 21 March 2025 and 10:00 am on 11 April 2025 via Divi+ website www.divigroup.fi. Registration and voting in advance requires strong electronic authentication of a shareholder who is a natural person. When a shareholder who is a natural person may use the service through the company's website, they are directed to any electronic authentication. After this, a shareholder can in one session register to the Annual General Meeting, authorize another person and vote in advance. If the shareholder is not a natural person, the shareholder must be in a normal person. In connection with the registration, a shareholder is required to provide the requested personal information. Further information on about registration and advance voting is available by phone during the registration period by the Annual General Meeting at Divi pic's phone number. The name of the shareholder and the name of the individual representatives or proxy representatives 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 are online webcast can be found on the company's Web site www.divigroup.fi / Annual General Meeting 2025.

2. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights to participate in the Annual General Meeting. A shareholder may be the shareholder of the general date of the Annual General Meeting do not afford the right to participate in the Annual General Meeting or the shareholder's number of votes.

A proxy representation shall produce a brief proxy document prior to the entry of the database. The registration of a shareholder prior to a reliable manner then calls to represent the shareholder at the meeting. The right of representation can also be proved using the research and fluctuations in the system of the shareholder. If the shareholder participates in the meeting by means of external proxy representatives representing the shareholder with interest in the work both on the company's website or in such and proxy representatives represents the shareholder shall be indicated in connection with the registration for the meeting.

Any proxy documents are requested to be primarily delivered as attachments to the electronic registration, or at the agency by mail to Divi pic, Annual General Meeting, (Series I-IV/74100 Iisalmi, Finland or by e-mail to hallinto@olvi.fi) before the end of the registration period. In addition to submitting the proxy documents, shareholders or their government ensure that they register for the Annual General Meeting in the manner described above in this invitation.

3. Holders of nominee-registered shares

Holders of nominee-registered shares are entitled to participate in the Annual General Meeting by virtue of the states that would allow them to be registered in the company's register of shareholders maintained by Euroclear Finland Ltd on 6 April 2025. A further proxy system 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 11 April 2025 by 10:00 am. Refer to nominee-registered shares are concerned, this is considered to guard into registration for the General Meeting.

Holders of nominee-registered shares are advised to request well in advance from their nominees upon the necessary instructions regarding registration in the register of shareholders, issuance of proxy documents, registration for the Annual General Meeting and advance voting. For more information on authorized representatives, please visit www.aaoni.fi/volvaulet. The account requirements' organization of the custodian bank will register a holder of nominee-registered shares who wants to participate in the Annual General Meeting, or the temporarily entered in the register of shareholders by the deadline indicated above and take care of advance voting on behalf of the holder of nominee-registered shares.

4. Other information

A shareholder may submit questions on the authors on the meeting agenda, as referred to in Chapter 5, Section 25, of the Limited Liability Companies Act, until 28 March 2025 at 12:00 by email to hallinto@olvi.fi or by post to Divi pic, Administration, FCI Res 18, 74101 Iisalmi, Finland. Questions may also be presented in person from withholding registration and advance voting on the basis of the information. Such shareholder questions and responses to them from the company's management will be discussed in connection with the CEO's review. Shareholders present at the Annual General Meeting have the right to ask questions regarding the matters discussed at the meeting in accordance with the Limited Liability Companies Act, Chapter 5, Section 25.

On the date of this notice of meeting, Divi pic has a total of 16,989,976 Series A shares representing a total of 16,989,976 votes, as well as 2,732,256 Series K shares representing a total of 74,643,120 votes.

Iisalmi, 20 March 2025

Divi pic

BOARD OF DIRECTORS