Olvi Oyj — Proxy Solicitation & Information Statement 2026

Mar 11, 2026

020

NOTICE TO THE ANNUAL GENERAL MEETING

1.4.2026

BEST

The shareholders of Olvi plc are hereby invited to the Annual General Meeting that will be held on Wednesday, 1 April 2026, at 11:00 am in the Olvi 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 C 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.olvigroup.fi. Watching the online webcast does not mean that the shareholder is officially in attendance. It is not possible to ask questions, make counterproposals, 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.olvigroup.fi/en/investors/corporate-governance/annual-general-meeting-shareholders/.

A. Agenda of the meeting

The Annual General Meeting of Olvi plc 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 2025, the report of the Board of Directors (including the sustainability statement), the auditor's report and the assurance report of the sustainability statement

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 1.33 £1.925 shall be paid for 2020 as each Series K and Series A share, totalling EUR 28 £128.95 million. The dividend is 42.7% £4.951 of Olvi Group's earnings per share. The dividend shall be paid in two instances: The first instrument (EUR 0.67 per share) shall be paid on 26 April 2026 to shareholders registered at the list of shareholders maintained by Euroclear Finland on the record date. The third instrument (EUR 0.88 per share) shall be paid on 25 September 2026 to shareholders registered in the list of shareholders maintained by Euroclear Finland on the record date. Of September 2026, the 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 sound, and the proposed distribution of profit will not be Board of Directors's view, compromise the company's own position.

The Annual General Meeting shall authorize the Board of Directors to decide on a new record date and payroll data for the second investment of dividends should the rules and regulations of the Finnish book-entity 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 77 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: 3: will be proposed that the Chair of the Board shall receive EUR 6,500 per month, the Vice Chair EUR 3,750 per month, and other members of the Board EUR 3,000 per month. In addition, 4: will be proposed that the Chair shall receive an attendance allowance of EUR 300 per meeting, and other members of the Board EUR 600 per meeting. The attendance allowance for committee meetings shall be EUR 650 per meeting. It will be proposed that travel expenses be reimbursed in accordance with the company's travel regulations.

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

Shareholders who jointly represent more than 77 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 77 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: Lasse Heinonen, Reva Horting, Turmo Noop, Juho Nummela, Pekka Tiainen and Anette Vaini-Aetila.

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

The Board of Directors proposes that the auditor's and sustainability reporting assume'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 Authorised Public Accounting Firm, be re-elected as the company's auditor until the next Annual General Meeting. KPMG Oy Ab has informed that Heidi Hyry, APA, would continue as the auditor in charge if 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 committee shall first KPMG Oy Ab be re-elected to notify 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 Hyry, Certified Public Accountant and Sustainability Reporting Auditor (SSA), would continue to as lead sustainability reporting assurer 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, revoking all existing unused authorizations to acquire the company's own shares (treasury shares), authorize 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:

The shares shall be acquired in public trading arranged by NAGDAQ Helsinki UK, due to which the acquisition will curtail out in a project to other than that of the shares held by the shareholders, and the unsolicitation payable for the shares shall be the market price of the life. A share of the time is requisition. The shares shall be acquired for the purpose of financing or exercising any operating corporate account there or other arrangements implementing the contract, executive attorney, financing the company's capital structure, for example, as a method of distributing excess capital or for other purposes as described by the Board of Directors. The maximum amount of shares to be incurred represents approximate 0.3 A percent of all shares in the company, any approximately 0.6 percent of all ones, which makes that the acquisition wind the same any significant other for 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 organization's acquain treasury shares shall be valid until the close of the Annual General Meeting of 2027, but in any event not longer than 18 months from the Annual General Meeting is shown on the authorisation.

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

The Board of Directors proposes that the Annual General Meeting, revoking all existing unlicensed shares, 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").

Here shown may be issued, and treasury shares held by the company may be transferred in one or more lots, either against payment or flow of charge. The new shares can be issued and the treasury shares transferred in the company's share, or in any case on the basis of the lease, to 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").

In any event not longer than 18 months from the Annual General Meeting, the transfer of a maximum of 1,000,000 new Series A shares, and the transfer of a maximum of 500,000 Series A shares, shall be made up in the amount of 1,000,000 Series A shares held by the company as treasury shares.

19. Closing of the Annual General Meeting

B. Documents of the General Meeting

The proposals of the Board of Directors included on the above agenda, the CVs and independence assessments of the Board members and this notice to the meeting and the financial statement documents with attachments are available to shareholders starting from 11 March 2026 at 09:00 am at Olvi plc's head office, address Olvitia 1 FI, 74100 Iisalmi, Finland.

The documents will also be available electronically starting from 11 March 2026 at 09:00 am on the company's website 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.

The minutes of the Annual General Meeting will be available on the company's website as of 15 April 2026.

C. Instructions for the participants in the meeting

1. Right to participate, registration and advance voting

Each shareholder registered on 26 March 2026 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, 27 March 2026 by 10:00 am. Registration will be opened on 11 March 2026 at 09:00 am.

In connection with the registration, shareholders shall provide their name, date of birth and personal identity code, 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 Olvi plc 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 any no advance between 09:00 am on 11 March 2026 and 10:00 am on 27 March 2026 by the following means:

a) Online via Olvi's website www.olvigroup.fi,
b) is writing to Olvi plc / Annual General Meeting.

Olvitia 1-V, 74100 Iisalmi, Finland

c) by email: hallinto@olvi.fi

Shareholders are requested to vote in advance between 09:00 am on 11 March 2026 and 10:00 am on 27 March 2026 via Olvi's website www.olvigroup.fi. Registration and voting in advance requires strong electronic authorisation of a shareholder who is a natural person. Where a shareholder who is a natural person had been the service through the company's website, they are directed to the electronic authorisation. After this, a shareholder can in one session register to the Annual General Meeting, authorize another person and vote in advance. Strong electronic authorisation can be made with a Finnish bank (2) or a similar certificate. In connection with the registration, a shareholder is required to provide the requested personal information.

Further information about registration and advance voting is available by the shareholder registration person for the Annual General Meeting at Olvi plc's phone number +358 280 00 1500. Shareholders and their authorized 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 via online webcast can be found on the company's website www.olvigroup.fi - Annual General Meeting 2026.

2. Proxy representative and powers of attorney

A shareholder who participates in the General Meeting and exercise their rights at the meeting by way of proxy representation. Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the shareholder's number of votes.

A proxy representative shall produce a third proxy document prior to the expiry of the deadline for registration or otherwise prove in a reliable manner that right to represent the shareholder at the meeting. The right of representation can also be proved using the second X+ authorisations service that is available in the registration section. Should a shareholder participate in the meeting by way of several proxy representatives representing the shareholder with above an different basis-entry accounts, the shares by which each proxy representative represents the shareholder shall be indicated in connection with the registration for the meeting.

Any proxy document are requested to be primarily delivered as attachments to the electronic registration, or alternatively by mail to Olvi plc, Annual General Meeting, Olvitia 1 FI, 74100 Iisalmi, Finland or by e-mail to hallinto@olvi.fi before the final presentation. The name of the advertising the proxy documents, shareholders or their proxies shall 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 shares that would allow them to be registered in the company's register of shareholders maintained by Euroclear Finland Ltd on 20 March 2026. 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 01 March 2026 by 10:00 am. As far as nominee-registered shares are concerned, this is considered to constitute registration for the General Meeting.

Holders of nominee-registered shares are advised to request well in advance from their custodian-bank 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 authorising representatives, please visit www.annal.fi/rubisaihe. 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 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 matters on the meeting agenda, as referred to in Chapter 5, Section 25, of the Limited Liability Companies Act, until 16 March 2026 at 12:00 by email to 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. The name of any 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, Olvi plc has a total of 16,989,976 Series A shares representing a total of 16,989,976 votes, as well as 3,732,356 Series K shares representing a total of 74,645,120 votes.

Iisalmi, 11 March 2026

Olvi plc

BOARD OF DIRECTORS