Oriola Oyj — Proxy Solicitation & Information Statement 2026

Feb 25, 2026

Notice to Oriola Corporation's Annual General Meeting 2026

Notice to Oriola Corporation's Annual General Meeting 2026

Oriola Corporation Stock Exchange Release 25 February 2026 at 12.00 p.m. EET

Notice to Oriola Corporation's Annual General Meeting 2026

Notice is given to the shareholders of Oriola Corporation (“Oriola” or the
“Company”) to the Annual General Meeting to be held on Wednesday 25 March 2026
starting at 3:00 p.m. (EET) 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. (EET). 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 2025

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 0.03 per share be paid on the basis of the balance sheet to be adopted in
   respect of the financial year which ended 31 December 2025. 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 27 March 2026. The Board of Directors proposes that the dividend be paid on
   15 April 2026.

The Board of Directors further proposes that the Annual General Meeting
authorises the Board of Directors, at its discretion, to resolve on the
distribution of a possible second dividend instalment up to a maximum of EUR
0.04 per share. It is the intention of the Board of Directors that the possible
dividend payment pursuant to this authorisation would be carried out in November
2026. The Company would separately publish possible resolutions of the Board of
Directors on the dividend payment and confirm the record and payment dates in
connection with such resolutions. The possible second instalment to be paid
based on the authorisation would be paid to a shareholder who on the payment
record date in question is recorded in the Company's shareholders' register
maintained by Euroclear Finland Oy. The Board of Directors proposes that the
authorisation includes the right for the Board of Directors to decide on all
other terms and conditions related to the dividend payment. The Board of
Directors may also decide not to use this authorisation. The authorisation is
proposed to remain in effect until the next Annual General Meeting of the
Company.

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 4 March 2026 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 15 January 2026 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 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 2026. 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, 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,
   Pekka Pajamo would be elected as a new member of 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.

2. 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.

3. 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.

4. 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.

5. Authorising the Board of Directors to decide on a share issue as well as the
   issuance of special rights entitling to shares
   The Board of Directors proposes that the Annual General Meeting authorise the
   Board of Directors to decide on a share issue as well as the issuance of special
   rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish
   Companies Act in one or several tranches. This authorisation comprises the right
   to issue new shares or assign treasury shares held by the Company.

It is proposed that this authorisation cover a combined maximum of 18,500,000
shares of the Company, representing approximately 9.98 per cent of all shares in
the Company. The new shares and treasury shares may be issued for consideration
or without consideration.

This authorisation granted to the Board of Directors includes the right to
derogate from the shareholders' pre-emptive subscription right and the right to
grant special rights subject to the conditions mentioned in the Finnish
Companies Act. Subject to the above restrictions, this authorisation may be used
i.a. to develop the capital structure of the Company and as payment of
consideration when financing and executing corporate acquisitions or other
business arrangements and investments or as part of the Company's incentive
plans and share savings plan, however, so that the Board of Directors may issue
a maximum of 1,000,000 shares to be used as a part of the Company's incentive
plans and share savings plan, which corresponds to approximately 0.54 per cent
of all the shares in the Company. 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.

The Board of Directors resolves on all other terms of the issuance of shares and
special rights entitling to shares pursuant to Chapter 10, Section 1 of the
Finnish Companies Act. This authorisation is proposed to remain in effect for a
period of eighteen (18) months from the decision of the Annual General Meeting,
however, at most until the beginning of the Company's next 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 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 in
   one or several tranches on the following terms and conditions:

According to this authorisation, the Board of Directors is entitled to decide on
the repurchase of no more than 18,500,000 of the Company's own shares, which
represent approximately 9.98 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.

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. The authorisation
also includes the right to accept the Company's own shares as a pledge.

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, however, at most until the beginning of the
Company's next Annual General Meeting.

This authorisation revokes the authorisation granted to the Board of Directors
by the Annual General Meeting on 2 April 2025 in respect of the repurchase of
the Company's own shares to the extent that the Board of Directors has not
previously resolved to repurchase shares based on such authorisation.

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 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 4 March 2026. 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 8 April 2026 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, 13 March 2026, has the right to participate in the Annual General
Meeting. A shareholder whose shares are registered on their personal Finnish
book-entry account, including an equity savings 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 20 March 2026 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 Wednesday, 25 February 2026 at 12:00 noon (EET). Notice of
participation to the Annual General Meeting can be given:

a) Through the Company's website at www.oriola.com/agm-2026

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, 13
   March 2026, to be registered in the shareholders' register of the Company held
   by Euroclear Finland Oy. Participation 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, 20
   March 2026 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, including equity
savings 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 25 February 2026 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 20 March 2026 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, including an equity savings account, may vote in advance during the
   period from 25 February 2026 at 12:00 noon (EET) until 20 March 2026 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-2026

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 25 February
2026 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 Finnish 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 Finnish 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. 25 February 2026,
the Company has in total 185,325,378 shares registered in the Trade Register,
whose total number of votes is 185,325,378. The Company has in total 80,258
Company's own treasury shares by which voting rights cannot be exercised at the
Annual General Meeting. The Company's own treasury shares held by the Company
represent 0.04 per cent of all the shares and votes in the Company.

Espoo, 25 February 2026

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: