Oriola Oyj — Proxy Solicitation & Information Statement 2025

Mar 4, 2025

Notice to Oriola Corporation's Annual General Meeting 2025

Notice to Oriola Corporation's Annual General Meeting 2025

Oriola Corporation Stock Exchange Release 4 March 2025 at 12.00 p.m. EET

Notice to Oriola Corporation's Annual General Meeting 2025

Notice is given to the shareholders of Oriola Corporation (“Oriola” or the
“Company”) to the Annual General Meeting to be held on Wednesday 2 April 2025
starting at 3:00 p.m. (EEST) at Hanasaari at the address Hanasaarenranta 5, FI
-02100 Espoo, Finland, the Celsius Auditorium, entrance 1st floor. The reception
of persons who have registered for the meeting and distribution of the voting
tickets at the meeting venue will commence at 2:00 p.m. (EEST). There will be
coffee service at the meeting.

Shareholders can exercise their voting rights also by voting in advance. In
addition, it is possible to follow the Annual General Meeting online via
webcast. For further instructions, please refer to Section C “Instructions for
the Participants of the Annual General Meeting” of this notice.

A. Matters on the Agenda of the Annual General Meeting

Information and proposals concerning the formal organisational matters in agenda
items 1 to 5 are included in a separate organisational document published on the
Company's website at www.oriola.com, which document also constitutes a part of
this notice. The document will be supplemented at the meeting with such
information that is not available before 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

3. Election of persons to scrutinise the minutes and to 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, the consolidated financial
   statements, the report of the Board of Directors, the auditor's report and the
   sustainability reporting assurance report for the year 2024

Review by the President and CEO.

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 to the Annual General Meeting that a dividend of
EUR 0.07 per share be paid on the basis of the balance sheet to be adopted in
respect of the financial year which ended 31 December 2024. 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 4 April 2025. The Board of Directors proposes that the dividend be paid on 15
April 2025.

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

2. Presentation of the Remuneration Report for governing bodies

The Company's Remuneration Report for governing bodies will be published by way
of a stock exchange release, and it is available on the Company's website at
www.oriola.com on 12 March 2025 at the latest.

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

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

Oriola has on 23 January 2025 announced the proposals of Oriola's Shareholders'
Nomination Board to the Annual General Meeting. The Nomination Board proposes
that the remunerations would be paid to the members of the Board of Directors as
follows:

The fee for the term of office of the Chairman of the Board of Directors would
be EUR 71,400, the fee for the term of office of the Vice Chairman of the Board
of Directors would be EUR 40,800, the fee for the term of office of the Chairman
of a Board Committee, provided that the person is not the Chairman or Vice
Chairman of the Board of Directors, would be EUR 40,800 and the fee for the term
of office of the other members of the Board of Directors would be EUR 34,200. Of
the fees for term of office, 60 per cent would be paid in cash and 40 per cent
would be used to acquire Oriola Corporation's Class B shares, or in the event
that the shareholder's proposal to be covered under item 18 of the agenda is
approved, shares of the one single share class of Oriola Corporation, 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 2025. Attendance fees would remain unchanged.
The Chairman of the Board of Directors would receive an attendance fee of EUR
1,000 per meeting for meetings of the Board of Directors held in the Chairman's
home country and EUR 2,000 for meetings of the Board of Directors held elsewhere
and the other members of the Board of Directors would receive attendance fees of
EUR 500 per meeting for meetings held in the home country of the respective
member of the Board of Directors and EUR 1,000 for meetings held elsewhere.
Attendance fees would correspondingly also be paid to the Chairman and members
of Company committees. Travel expenses would be reimbursed 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 confirmed as seven (7).

However, should any number of the candidates proposed by the Nomination Board
for any reason not be available for election to the Board of Directors, the
proposed number of members shall be decreased accordingly.

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 Petra Axdorff, Ann
Carlsson Meyer, Nina Mähönen, Yrjö Närhinen, Ellinor Persdotter Nilsson, Harri
Pärssinen and Heikki Westerlund would be re-elected to the Board of Directors.

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

Should any of the candidates presented above for any reason not be available for
election to the Board of Directors, the remaining available candidates are
proposed to be elected in accordance with the proposal by the Nomination Board.

The Nomination Board has assessed all candidates to the Board of Directors to be
independent of the Company and its major shareholders. All the candidates
proposed have given their consent to being elected members of the Board of
Directors.

With regard to the selection procedure for the members of the Board of
Directors, the Nomination Board recommends that shareholders take a position on
the proposal as a whole at the Annual General Meeting. The Nomination Board is
responsible for ensuring that the proposed Board of Directors as a whole has
sufficient expertise, knowledge and competence and that the composition of the
Board of Directors takes into account the independence requirements set out in
the Finnish Corporate Governance Code for listed companies and the stock
exchange rules that apply to the Company.

The Nomination Board notes that the proposed composition of the Board of
Directors corresponds to the requirements of the Finnish Corporate Governance
Code and the diversity principles approved for the Company. When electing
members of the Board of Directors, attention shall be paid to members' mutually
complementary experience and competence.

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 Kim
Järvi as principal auditor, would be re-elected as the auditor of the Company.

1. Resolution on the remuneration of the sustainability reporting assurance
   provider

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 sustainability reporting assurance provider be paid according to an
invoice approved by the Company.

1. Election of the sustainability reporting assurance provider

In accordance with the recommendation of the Board's Audit Committee, the Board
of Directors proposes to the Annual General Meeting that Authorised
Sustainability Audit Firm KPMG Oy Ab, who has put forward Kim Järvi as principal
authorised sustainability auditor, would be re-elected as the sustainability
reporting assurance provider of the Company.

1. Shareholder's proposal to the Annual General Meeting on combination of share
   classes and thereto related directed issuance of shares without payment as well
   as amendment of the Articles of Association

As announced by the Company on 7 February 2025, the Board of Directors of the
Company has on 7 February 2025 received from shareholder Mariatorp Oy (the
“Shareholder”) a demand in accordance with Chapter 5 Section 5 of the Companies
Act to have the combination of share classes and directed issuance of shares
without payment dealt with by the Annual General Meeting. As announced by the
Company on 3 March 2025, the Board of Directors of the Company recommends that
the shareholder's proposal be accepted at the Annual General Meeting.

According to Article 11 of the Company's Articles of Association, at the General
Meetings, each class A share carries twenty (20) votes and each class B share
one (1) vote. The Shareholder, representing approximately 14.67 per cent of the
total shares in the Company and approximately 13.43 per cent of the total votes
in the Company as per 28 February 2025, proposes to the Annual General Meeting
that the share classes of the Company be combined in a manner that upon
completion of all measures related to the combination of the share classes, the
Company will have one single share class only, which will be subject to public
trading, and whose shares will carry one (1) vote each and have equal rights.
The combination of the share classes involves a directed issue of shares without
payment to the holders of class A shares and a partial amendment of the Articles
of Association as described below.

The following detailed proposals of the Shareholder in this agenda item 18 form
an entirety that requires the adoption of all its individual items by a single
decision.

The Shareholder proposes to the Annual General Meeting the following measures in
order to combine the share classes:

The combination of the share classes

The Shareholder proposes to the Annual General Meeting that the Company's share
classes be combined without increasing the share capital by amending the
provisions concerning different share classes in the Articles of Association as
specified below, whereupon each class A share will be converted into a share
corresponding to the current class B share. After the combination of the share
classes, the Company will have one single share class only, which will be
subject to public trading, and whose shares will carry one (1) vote each and
have equal rights. The combination of share classes, the amendment to the
Articles of Association described below, and the directed share issue without
payment described below will be registered in the Finnish Trade Register on or
about 4 April 2025. The combination of share classes does not require any
actions from shareholders.

Directed issue of shares without payment

The Shareholder proposes that, in relation to the combination of the share
classes described above, a share issue without payment and without increasing
the share capital be directed to the holders of class A shares in such a way
that, in deviation from the pre-emptive subscription right of the shareholders,
each fourteen (14) class A shares held in the same book-entry account entitle
their holder, without payment, to one (1) new share belonging, after the
amendment of the Articles of Association, to the Company's single share class.
Based on the combination of the share classes and the directed share issue
without payment the ownership of each fourteen (14) class A shares converts to
an ownership of fifteen (15) ordinary shares in the Company (the “Exchange
Ratio”).

Each holder of the class A shares who owns class A shares on the record date 4
April 2025 in the book-entry system has the right to receive new shares.

The new shares will be distributed among holders of class A shares in proportion
to their shareholding and recorded directly to the relevant book-entry account
on the basis of account entries on the record date and in accordance with the
rules and practices of the book-entry system. The book-entry account
registrations concerning the combination of share classes and the new shares are
estimated to be registered on or about 7 April 2025, and trading in the
Company's only share class and the new shares is expected to commence on or
about 7 April 2025, or as soon as possible thereafter.

To the extent the number of class A shares held by a holder of class A shares in
the same book-entry account is not divisible by fourteen (14), the shares formed
based on the remainders will be given to be sold by a bank assigned by the
Company for the account of such holders of class A shares whose number of class
A shares was not divisible by fourteen (14), as specified in more detail by the
Company's Board of Directors and in accordance with the agreement to be made
between the Company and the bank assigned by the Company's Board of Directors.
The share issue without payment will not require any actions by shareholders.

The maximum number of shares to be issued in the directed share issue without
payment is 3,839,165 shares. The number of shares to be issued is based on the
above Exchange Ratio. If the total number of shares to be issued in the share
issue without payment based on the Exchange Ratio would be a fraction, the total
number will be rounded down to the nearest full share.

The new shares will carry full shareholder rights as of registration. For the
sake of clarity, it should be noted that the new shares do not entitle their
holder to any possible dividend to be decided by the Annual General Meeting on 2
April 2025.

The Company's Board of Directors is authorised to resolve on other terms and
practical aspects of the directed share issue without payment.

As announced by the Company on 3 March 2025, the Board of Directors of the
Company has received a fairness opinion from Danske Bank A/S, Finland Branch
regarding the proposed combination of share classes. According to the opinion,
as of the date of the opinion, the proposal regarding the combination of the
share classes is financially fair to the holders of the Company's class A shares
and class B shares.

The purpose of the share issue is to compensate the holders of class A shares
for the loss of voting rights resulting from the combination of the share
classes. According to the Shareholder behind the proposal, the combination of
the share classes could improve the liquidity of the Company's shares and
increase their market value, clarify the Company's ownership and voting
structure and the transparency thereof, and thereby increase interest in the
Company as an investment. The combination of the share classes could also
improve the Company's possibilities to raise equity financing through share
issues and possibilities to participate in sector consolidations. The share
issue would therefore be in the best interest of the Company and all of its
shareholders and would have a particularly weighty financial reason as required
by the Companies Act.

Amendments to the Company's Articles of Association

The Shareholder proposes that, due to the combination of the share classes, the
Annual General Meeting resolve to amend the provisions in the Articles of
Association of the Company concerning different share classes.

After the amendment, Article 3 of the Company's Articles of Association would
read as follows:

"The shares do not have a nominal value. All shares in the company are of the
same class of shares. The company has a maximum of 1,500,000,000 shares."

After the amendment, Article 11, Sections 1 and 2 of the Company's Articles of
Association would read as follows:

"To be able to participate in a General Meeting, a shareholder must notify the
company of his/her intention to participate in the General Meeting no later than
on the last day for registration mentioned in the Notice of Meeting which can
be, at the earliest, ten days before the General Meeting.

Since the shares of the company have become part of the Book Entry System of
Securities, the statements of the Companies Act concerning the right to
participate in such a company's General Meeting must also be taken into
consideration."

No amendments are proposed to Article 11, Section 3 of the Company's Articles of
Association. The Section reads as follows:

"A shareholder may not cast more than 1/20 of the total number of votes of the
different-class shares represented at the General Meeting. Amending of this
Article 11, Section 3, calls for a resolution that is supported by at least 4/5
of the votes cast at the Meeting and shares represented at it."

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. This 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 this 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. In the event that the shareholder's proposal to be
covered under item 18 of the agenda is approved by the Annual General Meeting
this authorisation covers a maximum of 18,000,000 shares of the one single share
class of the Company.

Shareholders' pre-emptive rights and targeted issue

This 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, this authorisation may be used
i.a. to develop the capital structure of the Company. This authorisation may not
be used 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. Pursuant to this 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 this 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. This 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.

1. Authorising the Board of Directors to decide on the issuance of 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. This 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 this 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. In the event that the shareholder's proposal to be
covered under item 18 of the agenda is approved by the Annual General Meeting
this authorisation covers a combined maximum of 18,000,000 shares of the one
single share class of the Company.

Shareholders' pre-emptive rights and targeted issue

This 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, this authorisation may be used as
payment of consideration when financing and executing corporate acquisitions or
other business arrangements and investments. This authorisation may not be used
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.
Pursuant to this 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 this 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. This 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 shares
   without payment to the Company and on a directed share issue 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. In the event that the
shareholder's proposal to be covered under item 18 of the agenda is approved by
the Annual General Meeting this authorisation covers a maximum of 250,000 shares
of the one single share class of the Company.

Other terms and purpose of the authorisation

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

The purpose of this 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 shares in one or more issues. This
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
shares to be issued can be either new shares or own treasury shares. The total
number of shares to be issued under this authorisation is 250,000 Class B
shares. The share issue may be without payment. In the event that the
shareholder's proposal to be covered under item 18 of the agenda is approved by
the Annual General Meeting this authorisation covers a maximum of 250,000 shares
of the one single share class of the Company.

Purpose of the authorisation

The Board of Directors may exercise this 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 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 shares on
the following terms and conditions:

Maximum number of shares repurchased

According to this 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. This
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. In the event that the shareholder's
proposal to be covered under item 18 of the agenda is approved by the Annual
General Meeting this authorisation to repurchase shares covers a maximum of
18,000,000 shares of the one single share class of the Company.

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
a price formed in trading on regulated market on the date of the repurchase or
otherwise at a price formed on the market. 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
shares. This 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 19 March 2024 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, the Nomination Board and the
shareholder of the Company to the Annual General Meeting, as well as this notice
and the organisational document of the Annual General Meeting are available on
Oriola's website at www.oriola.com. The financial statements, the report of the
Board of Directors (including the sustainability statement), the auditor's
report, the sustainability reporting assurance report and the remuneration
report of Oriola will be available on the above-mentioned website no later than
12 March 2025. The proposals for decisions and the other documents mentioned
above will also be available at the Annual General Meeting and 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 16
April 2025 at the latest.

C. Instructions for the Participants of the Annual General Meeting

1. Shareholder registered in the shareholders' register

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. Friday, 21 March 2025, 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 shareholders' register of the Company.

A shareholder, who is registered in the shareholders' register of the Company
and who wants to participate in the Annual General Meeting, has to register for
the meeting no later than on Friday 28 March 2025 at 10:00 a.m. (EET) by giving
a prior notice of participation. The notice must be received before the end of
the registration period. Registration for the Annual General Meeting will
commence on Tuesday, 4 March 2025 at 12 p.m. (EET). Notice of participation to
the Annual General Meeting can be given:

a) Through the Company's website at www.oriola.com/agm-2025

Online registration requires that the shareholder or their legal representative
or proxy representative use strong electronic authentication either by Finnish,
Swedish or Danish banking codes or mobile certificate.

b) By mail to the address Innovatics Ltd, AGM/Oriola Corporation,
Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the address
agm@innovatics.fi.

c) By phone to number +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. (EET)).

When registering by phone, a shareholder cannot vote in advance.

In connection with the registration, a shareholder shall notify, their name,
date of birth or business ID, address, telephone number and e-mail address and
the name of a proxy representative, legal representative or assistant, if any,
and the date of birth, phone number and/or e-mail of the proxy representative,
legal representative or assistant, as applicable. The personal data given by the
shareholders to Oriola or Innovatics Ltd is used only in connection with the
Annual General Meeting and with the processing of necessary related
registrations.

The shareholder, their proxy representative, legal representative or assistant
shall, if necessary, be able to prove their identity and/or right of
representation at the meeting venue.

Additional information on 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 a.m. to 12:00 noon and
1:00 p.m. to 4:00 p.m (EET).

For further information on how Oriola processes personal data, please review
Oriola's privacy notice regarding the Annual General Meeting, which is available
at the Company's website at www.oriola.com. Shareholders are asked to note that
in connection with registration and advance voting by email the registrant
submits personal data by a possibly unsecure connection on their own
responsibility.

1. Holder 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 the holder would be
entitled, on the record date of the Annual General Meeting, i.e. Friday, 21
March 2025, 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
temporarily registered in the shareholders' register held by Euroclear Finland
Oy at the latest by Friday, 28 March 2025 at 10:00 a.m. (EET). As regards
nominee-registered shares, this constitutes due registration for the Annual
General Meeting.

A holder of nominee-registered shares is advised to well in advance request
necessary instructions regarding the temporary registration in the Company's
shareholders' register, the issuing of proxy documents and voting instructions
and registration for the Annual General Meeting as well as voting in advance
from their custodian bank. The account management organisation of the custodian
bank must register a holder of nominee-registered shares, who wishes to
participate in the Annual General Meeting, temporarily in the shareholders'
register of the Company within the registration period applicable to holders of
nominee-registered shares and take care of the voting in advance on behalf of
the holder of nominee-registered shares before the expiry of the registration
period applicable to holders of nominee-registered shares.

1. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise their
rights at the meeting by way of proxy representation. Proxy representatives may
also vote in advance in the manner described in this notice.

A proxy representative must identify themself in the electronic registration
service and advance voting in person with strong identification, after which
they can register and vote in advance on behalf of the shareholder they
represent. A proxy representative shall produce a dated proxy document or
otherwise in a reliable manner demonstrate their 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 at different securities 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 from 4 March 2025 onwards. Possible proxy documents
shall be delivered as an attachment in connection with the electronic
registration, by regular mail to the address Innovatics Ltd, AGM/Oriola
Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to
the address agm@innovatics.fi before 28 March 2025 at 10:00 a.m. (EET) by which
time the proxy documents must be received.

In addition to providing proxy documents, the shareholder or their proxy
representative must take care of registering for the Annual General Meeting in
the manner described above in this notice.

Shareholders can also use electronic authorisation services of Suomi.fi instead
of a traditional proxy document, after which the representative can register and
vote in advance on behalf of the shareholder they represent. In that case the
person authorises a named authorised person through Suomi.fi's services at
www.suomi.fi/e-authorizations by using the mandate theme “Representation at the
General Meeting”. In connection with the registration, Annual General Meeting
services require strong electronic authentication after which the electronic
authorisation is automatically verified. Strong electronic authentication works
with banking codes or a mobile certificate. For more information, please see
Suomi.fi's e-authorisation pages at www.suomi.fi/e-authorizations and the
Company's website www.oriola.com.

1. Voting in advance

A shareholder whose shares are registered on their personal Finnish book-entry
account may vote in advance during the period from 4 March 2025 at 12 p.m. (EET)
until 28 March 2025 at 10:00 a.m. (EET) on certain matters on the agenda of the
Annual General Meeting in the following ways:

a) Through the Company's website at www.oriola.com/agm-2025

Electronic advance voting requires that the shareholder or their legal
representative or proxy representative use strong electronic authentication
either by Finnish, Swedish or Danish banking codes or mobile certificate.

b) By mail or email

A shareholder can deliver the advance voting form available on the Company's
website at www.oriola.com or corresponding information by mail to Innovatics Ltd
to the address Innovatics Ltd, AGM/Oriola Corporation, Ratamestarinkatu 13 A, FI
-00520 Helsinki, Finland or by email to the address agm@innovatics.fi. The
advance votes shall be received before the expiry of the advance voting period.
The advance voting form will be available on the Company's website 4 March 2025
at the latest.

Submitting votes in such manner before the expiry of the registration and
advance voting period constitutes due registration for the Annual General
Meeting, provided that the documents delivered by the shareholder contain the
information required for registration.

A shareholder who has voted in advance cannot use their right to request
information under the Companies Act or their right to request a vote nor change
the given votes unless the shareholder participates in the Annual General
Meeting in person or by way of proxy representation at the meeting venue.

For holders of nominee-registered shares, advance voting is carried out via the
account manager. The account manager may vote in advance on behalf of the
holders of nominee-registered shares they represent in accordance with the
voting instructions provided by the holders of nominee-registered shares during
the registration period for the nominee-registered shares.

An agenda item subject to advance voting is considered to have been presented
unchanged to the Annual General Meeting. The terms and conditions as well as
other instructions related to the advance voting are also available on the
Company's website at www.oriola.com.

1. Other information

The meeting can be followed online via a webcast. Instructions on following the
webcast will be available on the Company's website at www.oriola.com. Following
the meeting via webcast is not considered participating in the Annual General
Meeting or exercising of shareholders' rights.

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the Annual General Meeting has the right to ask questions and request
information with respect to the matters to be considered at the meeting.

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 number
of votes held by the shareholder.

On the date of the notice to the Annual General Meeting, i.e. 4 March 2025, 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. The Company
has in total 75,712 Company's own treasury shares by which voting rights cannot
be exercised at the Annual General Meeting. Of these, 63,650 are Class A shares
and 12,062 are Class B shares. The Company's own treasury shares held by the
Company represent 0.04 per cent of all the shares and 0.11 per cent of the votes
in the Company.

Espoo, 4 March 2025

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

Attachments: