Oriola Oyj — Proxy Solicitation & Information Statement 2021

Feb 19, 2021

Notice to Oriola Corporation's Annual General Meeting 2021

Notice to Oriola Corporation's Annual General Meeting 2021

Oriola Corporation Stock Exchange Release 19 February 2021 at 9.00 a.m

The Board of Directors of Oriola Corporation has today decided to convene the
Annual General Meeting of the Shareholders of Oriola Corporation on 16 March
2021. The below notice to the meeting will be published on the company’s website
at www.oriola.com on 19 February 2021.

NOTICE TO ORIOLA CORPORATION’S ANNUAL GENERAL MEETING 2021

Notice is given to the shareholders of Oriola Corporation (“Oriola” or the
“Company”) to the Annual General Meeting to be held on 16 March 2021 at 2:00
p.m. (EET) at the Company’s headquarters at the address Orionintie 5, 02200
Espoo, Finland.

The Company’s Board of Directors has resolved on exceptional meeting procedures
based on the temporary legislative act to limit the spread of the COVID-19
pandemic (677/2020), which entered into force on 3 October 2020. In order to
ensure the health and safety of the shareholders, employees and other
stakeholders of the Company, the Annual General Meeting will be organized
without shareholders’ and their proxy representatives’ presence at the Annual
General Meeting venue. Shareholders can participate in the Annual General
Meeting and use their shareholder rights in connection with the Annual General
Meeting by voting in advance (either personally or through a proxy
representative), by submitting counterproposals in advance and by asking
questions in advance in the manner described below. Proxy representatives must
also vote in advance in the manner described below. For further instructions,
please refer to Section C. “Instructions for the Participants in the Annual
General Meeting” of this notice.

The Chairman of the Board of Directors, the members of the Board of Directors,
the President and CEO and other management of the Company and the Auditor will
not attend the Annual General Meeting and no webcast will be provided. A pre
-recorded presentation by the Chairman of the Board of Directors, Panu Routila,
and the Company’s President and CEO, Juko Hakala, will be published on the
Company’s website on 25 February 2021. The presentation is not a part of the
Annual General Meeting.

A.           Matters on the Agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1. Opening of the Annual General Meeting

2. Calling the Annual General Meeting to Order

Attorney-at-law Mikko Heinonen will act as the Chairman of the Annual General
Meeting. If due to weighty reasons Mikko Heinonen is not able to act as the
Chairman, the Board of Directors shall appoint another person it deems most
suitable to act as the Chairman.

1. Election of person to scrutinize the minutes and to supervise the counting
   of votes

The Company’s General Counsel Petter Sandström will scrutinize the minutes and
supervise the counting of votes at the Annual General Meeting. Should Petter
Sandström for a weighty reason not be able to attend these tasks, the Company’s
Board of Directors will appoint another person that it deems most suitable to
scrutinize the minutes and supervise the counting of votes.

1. Recording the legality of the meeting

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

Shareholders who have voted in advance in accordance with the instructions set
out in this notice and who have the right to attend the Annual General Meeting
in accordance with Chapter 5, Sections 6 and 6a of the Finnish Limited Liability
Companies Act will be recorded to have attended the Annual General Meeting. The
list of votes will be adopted according to the information provided by Euroclear
Finland Oy and Innovatics Ltd.

1. Presentation of the financial statements, the consolidated financial
   statements, the report of the Board of Directors and the auditor’s report for
   the year 2020

As shareholders can only participate in the Annual General Meeting by voting in
advance, the Company’s financial statements for 1 January – 31 December 2020, to
be published on 23 February 2021, which includes the Company’s financial
statements, consolidated financial statements, the report of the Board of
Directors and the auditor’s report, and which has been made available on the
Company’s website at www.oriola.com, will be deemed to have been presented to
the Annual General Meeting.

1. Adoption of the financial statements and the consolidated 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 0.03 per share be paid on
the basis of the balance sheet to be adopted in respect of the financial year
ending on 31 December 2020. According to the proposal, the dividend would be
paid to shareholders registered in the Company’s shareholders' register held by
Euroclear Finland Oy on the dividend record date of 18 March 2021. The Board of
Directors proposes that the dividend be paid on 10 June 2021.

In addition, it is proposed that the Annual General Meeting would authorise the
Board of Directors to decide at its discretion on the payment of dividend up to
a maximum of EUR 0.03 per share. The authorisation would be valid until the
beginning of the next Annual General Meeting of the Company. Unless the Board of
Directors decides otherwise for a justified reason, the authorisation will be
used to pay dividend in one instalment during the period of validity of the
authorisation. In this case the Board of Directors will make a separate
resolution on the payment of dividend so that the dividend would preliminarily
be paid by the end of November 2021. The Company will make a separate
announcement of such resolution and confirm the record and payment dates in such
announcement. The dividend paid based on the authorisation would be paid to
shareholders who on the applicable record date of the dividend payment are
registered in the Company’s shareholders’ register held by Euroclear Finland Oy.

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

2. Adoption of the Remuneration Report for governing bodies

The Board of Directors proposes to the Annual General Meeting that it adopts,
through an advisory resolution, the Company’s Remuneration Report for governing
bodies.

As shareholders can only participate in the Annual General Meeting by voting in
advance, the Company’s Remuneration Report for the Company’s governing bodies
for the financial year ending 31 December 2020, to be published by a stock
exchange release and made available on the Company’s website at www.oriola.com
as of 23 February 2021, will be deemed to have been presented to the Annual
General Meeting.

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

The Nomination Board proposes that the following remunerations be paid to the
members of the Board of Directors:

The fee for the term of office of the Chairman of the Board of Directors would
be EUR 60,000, the fee for the term of office of the Vice Chairman of the Board
of Directors would be EUR 36,000, the fee for the term of office of the Chairman
of the Audit Committee would be EUR 36,000 and the fee for the term of office of
the other members of the Board of Directors would be EUR 30,000. Of the annual
fee, 60 per cent would be paid in cash and 40 per cent would be used to acquire
Oriola Corporation's Class B shares for the members of the Board of Directors on
the Nasdaq Helsinki Stock Exchange. The shares would be acquired within two
weeks from the release of the Company’s Interim Report 1 January-31 March 2021.
The Chairman of the Board of Directors would receive an attendance fee of EUR
1,000 per meeting and the other members would receive attendance fees of EUR 500
per meeting. Attendance fees would correspondingly also be paid to the Chairman
and members of Board and Company committees. Travel expenses would be
compensated in accordance with the travel policy of the Company.

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

The Nomination Board proposes to the Annual General Meeting that the number of
members of the Board of Directors would be six.

1. Election of members of the Board of Directors and Chairman

The Nomination Board proposes to the Annual General Meeting that, for the next
term of office, current members of the Board of Directors Juko Hakala, Anja
Korhonen, Eva Nilsson Bågenholm, Harri Pärssinen, Lena Ridström and Panu Routila
would be re-elected to the Board of Directors.

Current member of the Board of Directors Mariette Kristenson has informed the
Nomination Board that she is not available for re-election to the Board of
Directors.

The Nomination Board proposes to the Annual General Meeting that, for the next
term of office, Panu Routila would be re-elected as Chairman of the Board of
Directors.

The biographicals of the proposed members of the Board of Directors are
presented on the Company’s website at www.oriola.com.

1. Resolution on the remuneration of the auditor

In accordance with the recommendation of the Board’s Audit Committee, the Board
of Directors proposes to the Annual General Meeting that the fees of the
Company’s auditor be paid according to an invoice approved by the Company.

1. Election of the auditor

In accordance with the recommendation of the Board’s Audit Committee, the Board
of Directors proposes to the Annual General Meeting that Authorised Public
Accountants KPMG Oy Ab, who has put forward Authorised Public Accountant Kirsi
Jantunen as principal auditor, would be re-elected as the auditor of the
Company.

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

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on a share issue against payment in one or more
issues. The authorisation comprises the right to issue new shares or assign
treasury shares held by the Company.

Maximum number of shares to be issued or assigned

It is proposed that the authorisation cover a maximum of 5,500,000 Class A
shares and 12,500,000 Class B shares representing approximately 9.92 per cent of
all shares in the Company.

Shareholders' pre-emptive rights and targeted issue

The authorisation granted to the Board of Directors includes the right to
derogate from the shareholders’ pre-emptive subscription right, provided that
there is, in respect of the Company, a weighty financial reason for the
derogation. Subject to the above restrictions, the authorisation may be used
i.a. to develop the capital structure of the Company. Pursuant to the
authorisation, shares held by the Company as treasury shares may also be sold
through trading on the regulated market organised by Nasdaq Helsinki Ltd.

Other terms and validity

It is proposed that the authorisation include the right for the Board of
Directors to decide on the terms of the share issue in the manner provided for
in the Companies Act including the right to decide whether the subscription
price is credited in part or in full to the invested unrestricted equity
reserves or to the share capital. The authorisation is proposed to remain in
effect for a period of eighteen (18) months from the decision of the Annual
General Meeting.

It is proposed that this authorisation revoke all previous share issue
authorisations given to the Board of Directors to the extent that they have not
been exercised.

1. Authorising the Board of Directors to decide on the issuance of Class B
   shares against payment

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on a share issue against payment in one or more
issues. The authorisation comprises the right to issue new Class B shares or
assign Class B treasury shares held by the Company.

Maximum number of shares to be issued or assigned

It is proposed that the authorisation cover a combined maximum of 18,000,000 of
the Company’s own Class B shares, representing approximately 9.92 per cent of
all shares in the Company.

Shareholders' pre-emptive rights and targeted issue

The authorisation granted to the Board of Directors includes the right to
derogate from the shareholders’ pre-emptive subscription right, provided that
there is, in respect of the Company, a weighty financial reason for the
derogation. Subject to the above restrictions, the authorisation may be used as
payment of consideration when financing and executing corporate acquisitions or
other business arrangements and investments. Pursuant to the authorisation,
Class B shares held by the Company as treasury shares may also be sold through
trading on the regulated market organised by Nasdaq Helsinki Ltd.

Other terms and validity

It is proposed that the authorisation include the right for the Board of
Directors to decide on the terms of the share issue in the manner provided for
in the Companies Act, including the right to decide whether the subscription
price is credited in part or in full to the invested unrestricted equity
reserves or to the share capital. The authorisation is proposed to remain in
effect for a period of eighteen (18) months from the decision of the Annual
General Meeting.

It is proposed that this authorisation revokes all previous share issue
authorisations granted to the Board of Directors to the extent that they have
not been exercised and with the exception of authorisations granted to the Board
of Directors earlier during this Annual General Meeting.

1. Authorising the Board of Directors to decide on the issuance of Class B
   shares without payment to the Company and on a directed share issue of Class B
   shares in order to execute the share-based incentive plan for the Oriola Group’s
   executives and the share savings plan for the Oriola Group’s key personnel

In addition to the authorisations presented above, the Board of Directors
proposes that it be granted the following authorisations in order to execute the
share-based incentive plan for the Oriola Group’s executives and the share
savings plan for the Oriola Group’s key personnel:

(i) Share issue without payment to the Company

The Board of Directors is authorised to decide on a share issue without payment
to the Company in one or more issues. The maximum number of the Company’s new
Class B shares to be issued under this authorisation is 250,000, representing
approximately 0.14 per cent of all shares in the Company.

Other terms and purpose of the authorization

The Board of Directors decides upon all other matters related to the issuing of
Class B shares.

The purpose of the authorisation is to enable the creation of own shares to be
used in the share-based incentive plan for the Oriola Group’s executives and the
share savings plan for the Oriola Group’s key personnel as described below.

(ii) Directed share issue

In deviation from the shareholders’ pre-emptive right, the Board of Directors is
authorised to issue the Company’s Class B shares in one or more issues. The
authorisation granted to the Board of Directors includes the right to derogate
from the shareholders’ pre-emptive subscription right, provided that there is,
in respect of the Company, a weighty financial reason for the derogation. The
Class B shares to be issued can be either new shares or own Class B treasury
shares. The total number of shares to be issued under the authorisation is
250,000 Class B shares. The share issue may be without payment.

Purpose of the authorization

The Board of Directors may exercise the authorisation in the share-based
incentive plan for the Oriola Group’s executives and in the share savings plan
for the Oriola Group’s key personnel. The shares in question represent
approximately 0.14 per cent of all shares in the Company.

Other terms and validity

The Board of Directors decides upon all other matters related to the share
issues, the executives’ incentive plan, and the key personnel’s share savings
plan. Deciding upon a directed share issue without payment requires that there
is a particularly weighty financial reason for the deviation in respect of the
Company and that the interest of all of its shareholders is taken into account.

The proposed authorisation revokes all other share issue authorisations granted
to the Board of Directors with the exception of those decided earlier during
this Annual General Meeting.

The authorisations in accordance with this section shall be valid for no longer
than eighteen (18) months from the resolution of the Annual General Meeting.

1. Authorising the Board of Directors to decide on the repurchase of the
   Company’s own Class B shares

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on the repurchase of the Company’s own Class B
shares on the following terms and conditions:

Maximum number of shares repurchased

According to the authorisation, the Board of Directors is entitled to decide on
the repurchase of no more than 18,000,000 of the Company’s own Class B shares,
which represent approximately 9.92 per cent of all shares in the Company. The
authorisation may only be used in such a way that in total no more than one
tenth (1/10) of all shares in the Company may at each time be in the possession
of the Company and its subsidiaries.

Consideration to be paid for the shares and targeted acquisition

Shares may also be repurchased in accordance with the resolution of the Board of
Directors in a proportion other than that in which the shares are owned by the
shareholders, using funds belonging to the Company’s unrestricted equity and at
the price of the Class B shares quoted on the regulated market organised by
Nasdaq Helsinki Ltd. The Board of Directors decides how the shares will be
repurchased. Among other means, derivatives may be used in the acquisition of
the shares. The repurchase of the shares reduces the Company’s distributable
unrestricted equity.

The shares may be repurchased to develop the Company’s capital structure, to
execute corporate transactions or other business arrangements, to finance
investments, to be used as a part of the Company’s incentive schemes or to be
otherwise relinquished, held by the Company, or cancelled.

Other terms and validity

The Board of Directors decides on all other matters related to the repurchase of
Class B shares. The authorisation to repurchase the Company’s own shares shall
remain in force for a period of not more than eighteen (18) months from the
resolution of the Annual General Meeting.

This authorisation revokes the authorisation granted to the Board of Directors
by the Annual General Meeting on 17 March 2020 in respect of the repurchase of
the Company’s own Class B shares.

1. Closing of the Annual General Meeting

B.                  Documents of the Annual General Meeting

The proposals of the Board of Directors and the Nomination Board to the Annual
General Meeting, as well as this notice are available on Oriola Corporation’s
website at www.oriola.com. The financial statements, the report of the Board of
Directors, the auditor’s report and the remuneration report of Oriola
Corporation will be available on the above-mentioned website no later than 23
February 2021. Copies of these documents and this notice will be sent to
shareholders upon request. The minutes of the Annual General Meeting will be
published on the Company’s website on 30 March 2021 at the latest.

C.                  Instructions for the Participants of the Annual General
Meeting

In order to limit the spread of the COVID-19 pandemic, the Annual General
Meeting will be organized without the shareholders’ and their proxy
representatives’ presence at the Annual General Meeting venue. Participation
over real-time telecommunications or a recording of the Annual General Meeting
will not be available. Shareholders can participate in the meeting and use their
shareholder rights only by voting in advance (either personally or through a
proxy representative), by submitting counterproposals in advance and by asking
questions in advance in the manner described below. Proxy representatives must
also vote in advance in the manner described below.

1. Right to participate

Each shareholder who is registered in the shareholders’ register of the Company
held by Euroclear Finland Oy on the record date of the Annual General Meeting,
i.e. Thursday, 4 March 2021, has the right to participate in the Annual General
Meeting. A shareholder whose shares are registered on his/her personal Finnish
book-entry account is registered in the shareholders’ register of the Company.

Instructions for holders of nominee-registered shares are set out below under
Section C4 “Holders of nominee-registered shares”.

1. Registration and voting in advance

Registration for the Annual General Meeting and advance voting will begin on 25
February 2021 at 9:00 a.m. (EET). A shareholder who is registered in the
Company’s shareholders’ register and who wishes to participate in the Annual
General Meeting, must register for the Annual General Meeting and vote in
advance no later than by 11 March 2021 at 10:00 a.m. (EET), by which time the
votes must have been received.

A shareholder whose shares are registered on the shareholder’s Finnish book
-entry account can register and vote in advance on certain matters on the agenda
of the Annual General Meeting from 25 February 2021 at 9:00 a.m. (EET) until 11
March 2021 at 10:00 a.m. (EET) by the following means:

a. Through the Company’s website www.oriola.com

The Finnish personal identity code or business ID as well as strong
identification with Finnish banking codes or mobile ID is needed for electronic
registration and advance voting.

b. By mail or e-mail

A shareholder voting in advance by mail or e-mail must deliver an advance voting
form available on the Company’s website at www. oriola.com or corresponding
information to Innovatics Ltd by regular mail to Innovatics Ltd, Yhtiökokous /
Oriola Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by e-mail
to agm@innovatics.fi.

The advance voting form and instructions relating to the advance voting will be
available on the Company’s website at www.oriola.com no later than on 25
February 2021 at 9:00 a.m. (EET). Additional information and technical support
for electronic registration is also available by telephone at +358 10 2818 909
from Monday to Friday 9:00 a.m. to 12:00 noon and 1:00 p.m. to 4:00 p.m.

If a shareholder participates in the Annual General Meeting by voting in advance
in accordance with the applicable instructions before the expiry of the
registration and advance voting period, this constitutes due registration for
the Annual General Meeting, provided that all information required for
registration and advance voting is duly provided. No other notification of
participation is required for the Annual General Meeting.

In connection with the registration, a shareholder or a proxy representative is
required to provide the requested personal information such as the shareholder’s
name, personal ID and e-mail address and/or phone number. The personal data
given to Oriola by shareholders and proxy representatives is only used in
connection with the Annual General Meeting and with the processing of related
necessary registrations.

1. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting by proxy. Proxy
representatives must also vote in advance in the manner described in this
notice. Shareholders, who do not vote in advance, are requested, due to the
COVID-19 pandemic, to exercise shareholders' rights through a centralized proxy
representative designated by the Company by authorizing attorney-at-law Henrik
Hautamäki from Hannes Snellman Attorneys Ltd, or a person appointed by them, to
represent them at the Annual General Meeting in accordance with the
shareholder's voting instructions. Authorizing the designated proxy
representative will not accrue any costs for the shareholder, excluding possible
postal fees for proxy documents. Further information on the designated proxy
representative is available at the following website:
https://www.hannessnellman.com/people/all/henrik-hautamaeki/.

A proxy representative must produce a dated proxy document or otherwise, in a
reliable manner, demonstrate his/her right to represent the shareholder at the
Annual General Meeting. If a shareholder participates in the Annual General
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 Annual General Meeting.

Proxy and voting instruction templates will be available on the Company’s
website at www.oriola.com as from 25 February 2021 onwards. Possible proxy
documents shall be delivered primarily through email to agm@innovatics.fi or as
originals by regular mail to the address Innovatics Ltd, Yhtiökokous / Oriola
Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. The proxy documents
must be received by Innovatics by the due date of the registration period, 11
March 2021 at 10:00 a.m. (EET).

If a shareholder delivers a proxy to the Company in accordance with the
applicable instructions before the expiry of the registration and advance voting
period, this constitutes due registration for the Annual General Meeting,
provided that all required information is included in the proxy documents. In
addition, proxy representatives must also vote in advance in the manner
described in this notice.

Further information will also be available on the Company’s website at
www.oriola.com.

1. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual
General Meeting by virtue of such shares based on which he/she would be
entitled, on the record date of the Annual General Meeting, i.e. Thursday, 4
March 2021, to be registered in the shareholders’ register of the Company held
by Euroclear Finland Oy. The right to participate in the Annual General Meeting
requires, in addition, that the shareholder on the basis of such shares has been
registered in the temporary shareholders’ register held by Euroclear Finland Oy
at the latest by Thursday, 11 March 2021 at 10:00 a.m. (EET). With regard to
nominee-registered shares, this constitutes due registration for the Annual
General Meeting.

A holder of nominee-registered shares is advised to request necessary
instructions regarding the registration in the Company’s temporary shareholders’
register, the issuing of proxy documents and registration for the Annual General
Meeting from his/her custodian bank without delay. The account management
organization of the custodian bank must register a holder of nominee-registered
shares, who wishes to participate in the Annual General Meeting, in the
Company’s temporary shareholders’ register within the registration period
applicable to nominee-registered shares. The account management organization of
the custodian bank shall also take care of the voting in advance on behalf of
the holders of nominee-registered shares within the registration period
applicable to nominee-registered shares.

Further information will also be available on the Company’s website at
www.oriola.com.

1. Counterproposals, right to ask questions and other information

Shareholders representing at least one hundredth (1/100) of all the shares in
the Company have the right to pose counterproposals concerning the matters on
the agenda of the Annual General Meeting to be placed for a vote. Such
counterproposals shall be delivered to the Company by email to
karoliina.stadigh@oriola.com at the latest by 23 February 2021 at 4:00 p.m.
(EET), by which time the counterproposals must be received by the Company.

In connection with making a counterproposal, shareholders are required to
provide adequate evidence of their shareholding. A counterproposal is eligible
for voting at the Annual General Meeting if the shareholders who have made the
counterproposal have the right to attend the meeting and on the record date of
the Annual General Meeting represent at least one hundredth (1/100) of all
shares in the Company. If a counterproposal is not eligible for voting at the
Annual General Meeting, the votes given in favour of such a counterproposal will
not be taken into account. The Company will publish potential counterproposals
eligible for voting on the Company’s website at www.oriola.com on 25 February
2021 at the latest.

A shareholder has the right to ask questions with respect to the matters to be
considered at the Annual General Meeting pursuant to Chapter 5, Section 25 of
the Finnish Limited Liability Companies Act. Such questions must be sent in
connection with the electronic voting no later than by 2 March 2021 at 4:00 p.m.
(EET) or by email to karoliina.stadigh@oriola.com at the latest by 2 March 2021
at 4:00 p.m. (EET), by which time the questions must be received by the Company.

Such questions by shareholders, responses to such questions by the Company as
well as other counterproposals than those eligible for voting will be available
on the Company’s website at www.oriola.com on 5 March 2021 at the latest. In
connection with asking questions, shareholders are required to provide adequate
evidence of their shareholding.

On the date of the notice to the Annual General Meeting, the Company has in
total 53,748,313 Class A shares registered in the Trade Register, whose total
number of votes is 1,074,966,260, and in total 127,737,900 Class B shares, whose
total number of votes is 127,737,900, making a combined total of 181,486,213
shares and 1,202,704,160 votes. At the Annual General Meeting, each Class A
share carries twenty votes and each Class B share one vote.

Espoo, 19 February 2021

Oriola Corporation
Board of Directors

Petter Sandström
General Counsel

Distribution:
Nasdaq Helsinki Ltd
Key media

Released by:
Oriola Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo
www.oriola.com/