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Posti Group Oyj — Proxy Solicitation & Information Statement 2026
Mar 2, 2026
17757_rns_2026-03-02_142c0e8a-c4f8-47d2-ae1d-fc7a05b1eb68.html
Proxy Solicitation & Information Statement
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Notice to the Annual General Meeting of Posti Group Corporation
Notice to the Annual General Meeting of Posti Group Corporation
Posti Group Corporation | Stock Exchange Release | March 2, 2026, at 2.00 p.m.
Finnish time
The Board of Directors of Posti Group Corporation convenes the Annual General
Meeting for Wednesday, April 15, 2026.
Notice is given to the shareholders of Posti Group Corporation (‘'Posti” or the
“Company”) to the Annual General Meeting to be held on Wednesday April 15, 2026,
at 2:30 p.m. Finnish time at Scandic Marina Congress Center, address:
Katajanokanlaituri 6, FI-00160 Helsinki, Finland (“AGM 2026”). The reception of
persons who have registered for the meeting and the distribution of voting
tickets will commence at 1:00 p.m. Finnish time at the meeting venue.
Shareholders can also exercise their voting rights by voting in advance.
Instructions for advance voting are presented in this notice under section C.
Instructions for the participants in the AGM 2026.
It is possible for the shareholders to follow the General Meeting online via
webcast. Shareholders are, however, advised to note that it is not possible to
ask questions, make counterproposals, make other interventions, or vote via
webcast. Following the meeting via webcast is not considered as participation in
the General Meeting. Instructions on how to follow the webcast are available on
the Company's website https://www.posti.com/en/investors/agm/2026 .
Before the AGM 2026, starting from 1:30 p.m. Finnish time, Posti Group's
President and CEO Antti Jääskeläinen and other representatives of the management
will be available in Scandic Marina Congress Center to discuss with the
shareholders. The event is not part of the AGM 2026, it will be held in Finnish,
and it is not webcasted. In connection with the event, the shareholders can
present questions to the Company's management, but the event will not be a forum
for decision-making. Questions presented at the event are thus not questions
referred to in Chapter 5 Section 25 of the Finnish Companies Act. The event will
close at 2:00 p.m. Finnish time at the latest.
A. Matters on the agenda of the AGM 2026
At the AGM 2026, the following matters will be considered:
-
Opening of the meeting
-
Calling the meeting to order
-
Election of persons to confirm the minutes and to supervise the counting of
votes -
Recording the legality of the meeting
-
Recording the attendance at the meeting and confirmation of the list of votes
-
Presentation of the Financial Statements including the Consolidated Financial
Statements, the Report of the Board of Directors, the Auditor's Report and the
Assurance Report on the Sustainability Statements for the Financial Year 2025
President and CEO's presentation.
The Annual Report 2025, which includes the Financial Statements, the
Consolidated Financial Statements, the Report of the Board of Directors, the
Auditor's Report and the Assurance Report on the Sustainability Statements for
the financial year 2025, will be available on the Company's website at
https://www.posti.com/en/investors/agm/2026 as from March 17, 2026.
-
Adoption of the Financial Statements and the Consolidated Financial
Statements 2025 -
Resolution on the use of the profit shown on the balance sheet and the
distribution of dividend
The Board of Directors proposes to the AGM 2026 that a dividend of EUR 0.84 per
share be paid based on the balance sheet adopted for the financial year
2025. The proposal would correspond to a distribution of EUR 34,020,000 in
aggregate for all currently registered 40,500,000 shares. The Board proposes
that the dividend be paid in two instalments.
The first dividend instalment, EUR 0.42 per share, is proposed to be paid to
shareholders registered in the Company's register of shareholders maintained by
Euroclear Finland Oy on the record date for the first dividend instalment April
17, 2026. The Board proposes that the payment date for the first dividend
instalment would be April 24, 2026.
The second dividend instalment, EUR 0.42 per share, is proposed to be paid to
shareholders registered in the Company's register of shareholders maintained by
Euroclear Finland Oy on the record date for the second dividend instalment
October 19, 2026. The Board proposes that the payment date for the second
dividend instalment would be October 26, 2026.
-
Resolution on the discharge of the members of the Board of Directors and the
Supervisory Board as well as the CEO and the Deputy Managing Director from the
liability -
Adoption of the Remuneration Report
The Board of Directors proposes that the AGM 2026 adopt the Remuneration Report
for the financial year 2025. The resolution by the AGM 2026 on the matter is
advisory.
The Remuneration Report will be available on the Company's website at
https://www.posti.com/en/investors/agm/2026 as from March 17, 2026.
- Consideration of the Remuneration Policy
The Board of Directors proposes that the AGM 2026 resolve to support the
Remuneration Policy. The resolution by the AGM 2026 on the matter is advisory.
The Remuneration Policy is available on the Company's website at
https://www.posti.com/en/investors/agm/2026 .
- Resolution on the remuneration for the members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM 2026, as announced on
January 23, 2026, that the following remuneration be paid to Chair, Deputy Chair
and other members of the Board of Directors for the term starting at the end of
the AGM 2026 and ending at the end of the Annual General Meeting 2027 (monthly
remuneration for 2025 converted to annual fees, in brackets):
Fixed annual fees
As to the fixed annual fees the proposed remuneration is:
Chair EUR 58,000 (52,800);
Deputy Chair EUR 34,000 (31,200);
Committee Chair EUR 34,000 (31,200) provided that she/he does not simultaneously
serve as Chair or Deputy Chair of the Board; and
Member EUR 28,000 (26,400).
Meeting fees
In addition to the fixed annual fees, a meeting fee for attending Board or
Committee meetings would be payable as follows:
EUR 1,000 (600) per meeting attended in person in the country of residence;
EUR 2,000 (1,200) per meeting attended in person out of the country of
residence; and
EUR 1,000 (600) per meeting attended remotely.
No meeting fee would be payable for decisions confirmed in writing without
having a meeting.
Travel expenses by the Board members would be reimbursed in line with the
Company's travel policy.
Payment of remuneration
The Shareholders' Nomination Board also proposes that a part of the fixed annual
fee be paid in Posti Group Corporation's shares acquired from the market as
follows:
Approximately 40% of the fixed annual fee would be paid in shares and the
remainder in cash. The shares will be acquired on behalf and in the name of the
Board members within two weeks starting from the first trading day on Nasdaq
Helsinki following the publication of Posti Group Corporation interim report for
January 1 - March 31, 2026. If the shares cannot be acquired and/or delivered
due to reasons related to the company or the Board members, the shares will be
acquired later, or the fixed annual fee will be paid entirely in cash. The
Company will bear the cost and the transfer tax, if any, arising from the
purchase of shares.
The meeting fees would be paid entirely in cash.
- Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM 2026 as announced on
January 23, 2026 that the Board of Directors shall have seven (7) members.
- Election of Chair, Deputy Chair and other members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM 2026, as announced on
January 23, 2026, that the following current members of Posti's Board of
Directors - Raija-Leena Hankonen-Nybom, Jukka Leinonen, Frank, Marthaler, Tuomas
Mäkipeska, Minna Pajumaa, Sanna Suvanto-Harsaae and Stefan Svensson - would be
re-elected for a term ending at the end of the Annual General Meeting 2027.
Mervi Airaksinen has informed that she will no longer be available as Posti's
Board member.
The Shareholders' Nomination Board further proposes that Sanna Suvanto-Harsaae
be elected as Chair of the Board and Jukka Leinonen as Deputy Chair of the
Board.
As to the election process, the Shareholders' Nomination Board recommends that
the shareholders take a position on the proposal on the composition of the Board
of Directors as a whole. In addition to ensuring that individual Board member
candidates possess the required competences, the Shareholders' Nomination Board
has also confirmed that the proposed Board of Directors as a whole has the best
possible expertise and experience for Posti and that the composition of the
Board of Directors also meets other requirements of the Finnish Corporate
Governance Code for listed companies.
All candidates have given their consent to the position, and they are all
independent of the Company. They are also all independent of the significant
shareholders, except Minna Pajumaa, who is a civil servant at the Ownership
Steering Department of the Prime Minister's Office.
All candidates and the evaluation regarding their independence are presented on
the Company's website at https://www.posti.com/en/investors/agm/2026 .
- Resolution on the remuneration for the Auditor
The Board of Directors proposes to the AGM 2026, on the recommendation by the
Audit, Risk and Sustainability Committee, that the auditor to be elected for the
financial period 2026 be paid based on reasonable invoices approved by the
Audit, Risk and Sustainability Committee.
- Election of the Auditor
The Board of Directors proposes to the AGM 2026, on the recommendation by the
Audit, Risk and Sustainability Committee, that PricewaterhouseCoopers Oy, a firm
of authorized public accountants, be elected as the Company's auditor for the
financial period 2026. The auditor's term ends at the close of the Annual
General Meeting 2027.
PricewaterhouseCoopers Oy has informed the Company that if it was elected as
auditor, Authorized Public Accountant (APA) Samuli Perälä would continue as the
lead audit partner.
In addition, it is proposed that the auditor be requested to provide a statement
on the discharging from liability of the members of the Board of Directors, the
CEO and the Deputy Managing Director, and on the Board's proposal for
distribution of funds.
Recommendation by the Audit, Risk and Sustainability Committee for election of
the auditor is available on the Company's website at
https://www.posti.com/en/investors/agm/2026 .
- Resolution on the remuneration for the Sustainability Reporting Assurer
The Board of Directors proposes to the AGM 2026, on the recommendation by the
Audit, Risk and Sustainability Committee, that the sustainability reporting
assurer to be elected for the financial period 2026, be paid based on reasonable
invoices approved by the Audit, Risk and Sustainability Committee.
- Election of the Sustainability Reporting Assurer
The Board of Directors proposes to the AGM 2026, on the recommendation by the
Audit, Risk and Sustainability Committee, that PricewaterhouseCoopers Oy, an
authorized sustainability audit firm, be elected as the Company's sustainability
reporting assurer for the financial period 2026. The sustainability assurer's
term ends at the close of the Annual General Meeting 2027.
PricewaterhouseCoopers Oy has informed the Company that if it was elected as
sustainability reporting assurer, the APA and Authorized Sustainability Auditor
(ASA) Samuli Perälä would continue as the principally responsible sustainability
reporting assurer.
- Authorizing the Board of Directors to resolve on the repurchase of the
Company's own shares
The Board proposes to the AGM 2026 that the Board be authorized to resolve on
the repurchase of the Company's own shares as follows:
The aggregate maximum number of shares that may be repurchased in one or several
resolutions based on the authorization shall not exceed 735,000 shares, which
corresponds to approximately 1.81% of all the Company's registered shares.
The repurchases of shares will be made using the Company's unrestricted equity
only, and at price based on the market price at the securities markets or a
price otherwise formed in a competitive process. The Board shall resolve all
matters related to the repurchases under the authorization.
The shares may be repurchased either through an offer to all shareholders on
equal terms or through other means and otherwise than in proportion to the
existing shareholdings of the Company's shareholders (directed repurchases).
Shares may be repurchased to be used in the Company's incentive programs.
Repurchased shares could also be held to be reissued, transferred further, or
used for other purposes resolved by the Board. The authorization covers also
taking the company's shares as apledge. Derivatives customary on the capital
market may be used for acquiring shares.
The authorization would be valid until the close of the Annual General Meeting
2027, however no longer than until October 15, 2027.
- Authorizing the Board of Directors to resolve on the issuance of shares
The Board proposes to the AGM 2026 that the Board be authorized to resolve on
the issuance of the Company's own shares as follows:
The aggregate maximum number of shares that may be issued in one or several
resolutions based on the authorization shall not exceed 735,000 shares, which
corresponds to approximately 1.81% of all the Company's registered shares.
The Board shall resolve all the terms and conditions of a share issue, including
to whom, at what price and in which manner the shares are issued. The
authorization covers issuance of the own shares held by the Company only, and
the shares may be issued against consideration or without consideration.
The shares may be issued to all the shareholders in proportion to their existing
shareholdings in the Company, or in a directed share issue, deviating from the
shareholders' pre-emptive subscription rights, if there is a weighty financial
reason for doing so such as to potential mergers or acquisitions, to finance
investments or other business-related transactions, to develop the Company's
capital structure, or to be used in connection with the Company's incentive
programs.
The authorization would be valid until the close of the Annual General Meeting
2027, however no longer than until October 15, 2027.
- Authorizing the Board of Directors to resolve on donations
The Board proposes to the AGM 2026 that the Board be authorized to resolve
granting donations up to a total amount of EUR 100,000 in one or several lots
for charitable or similar purposes of general interest. The Board shall resolve
all matters relating to such donations, including the recipients, purpose of
use, and other terms.
The authorization would be valid until the close of the Annual General Meeting
2027.
- Closing of the meeting
B. Documents of the AGM 2026
The proposals for resolutions on the agenda of the AGM 2026 and this notice are
available on Posti's website at https://www.posti.com/en/investors/agm/2026 .
Posti's Annual Report 2025 which includes the Financial Statements, Consolidated
Financial Statements , the Report of the Board of Directors (including the
Sustainability Statements), the Auditor's Report, and the Assurance Report on
the Sustainability Statements, as well as the Remuneration Policy and the
Remuneration Report for the financial year 2025 will be available on Posti's
website at https://www.posti.com/en/investors/agm/2026 as from March 17, 2026.
The proposals for resolutions and the other above-mentioned documents will also
be available at the meeting venue. The minutes of the AGM 2026 will be available
on Posti's website at https://www.posti.com/en/investors/agm/2026 as of April
29, 2026, at the latest.
C. Instructions for the participants in the AGM 2026
- Registration for the AGM 2026
a) Shareholders with shares registered with Euroclear Finland Oy
Each shareholder, who is registered on April 1, 2026, in the shareholders'
register of the Company, maintained by Euroclear Finland Oy, has the right to
participate in the AGM 2026. A shareholder, whose shares in the Company are
registered on the shareholder's personal Finnish book-entry account, is
registered in the shareholders' register of the Company.
The registration period for the AGM 2026 commences on March 3, 2026, at 9:00
a.m. Finnish time. A shareholder, who is registered in the Company's
shareholders' register and who wishes to participate in the AGM 2026, must
register for the AGM 2026 by giving a prior notice of participation no later
than April 8, 2026, at 3:59 p.m. Finnish time, by which time the registration
must be received. Such notice of registration can be given:
· Electronically via the Company's website at
https://www.posti.com/en/investors/agm/2026. Electronic registration requires
strong identification of the shareholder or his/her/their legal representative
or proxy representative with a banking ID or mobile certificate.
· By e-mail to [email protected]
· By telephone registration through Innovatics Oy: +358 10 2818 909 on
weekdays between 9:00 a.m. and 12:00 p.m. and between 1:00 p.m. and 4:00 p.m.
Finnish time. When registering by phone, a shareholder cannot vote in advance.
· By regular mail: Innovatics Oy, AGM/Posti Group Corporation,
Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
Shareholders registering by e-mail or regular mail shall submit the registration
form available on the Company's website at
https://www.posti.com/en/investors/agm/2026 or equivalent information. The
registration form will be available on the Company's website on March 3, 2026,
at 9:00 a.m. Finnish time at the latest.
When registering, the shareholder and their representative shall provide
requested information, such as the shareholder's name, date of birth or Business
ID, address, telephone number, e-mail address and the name of any assistant or
proxy representative, and the date of birth, phone number and email address of
any proxy representative. The personal data provided by the shareholders to
Posti will be used only in connection with the AGM 2026 and with the processing
of related necessary registrations.
The shareholder, their representative or proxy, must be able to prove their
identity and/or right of representation at the meeting venue.
Further information on registration and advance voting is available by telephone
during the registration period of the General Meeting by calling Innovatics Oy
at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m.
to 4:00 p.m. Finnish time.
b) Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the AGM
2026 by virtue of such shares, based on which they on the record date of the AGM
2026, ie April 1, 2026, would be entitled to be registered in the shareholders'
register of the Company held by Euroclear Finland Oy. The right to participate
in the AGM 2026 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 on April 10, 2026, by 10:00 a.m. Finnish time at the
latest. As regards nominee-registered shares, this constitutes due registration
for the AGM 2026.
A holder of nominee-registered shares is advised to request without delay
necessary instructions from their custodian bank regarding the temporary
registration in the shareholders' register of the Company, the issuing of proxy
authorization documents and voting instructions as well as the registration and
attendance for the AGM 2026 and advance voting. The account manager of the
custodian bank shall temporarily register the holder of nominee registered
shares, who wishes to participate in the AGM 2026, into the shareholders'
register of the Company at the latest by the time stated above, and if
necessary, take care of advance voting on behalf of the holder of nominee
-registered shares prior to the end of the registration period concerning holder
of nominee-registered shares.
- Proxy representative and powers of attorney
A shareholder of the Company may participate in the AGM 2026 and exercise
his/her/their shareholder's rights at the AGM 2026 by way of proxy
representation. A proxy representative may also vote in advance as described in
this notice.
Proxy representatives shall produce a dated proxy document or otherwise in a
reliable manner demonstrate their right to represent the shareholder at the AGM
2026. Proxy representatives registering electronically for the AGM 2026 must
identify themselves personally through strong electronic authentication, after
which they can register on behalf of the shareholder they represent. The same
applies to voting in advance electronically.
If a shareholder participates in the AGM 2026 by means of several proxy
representatives representing the shareholder with shares in different securities
accounts, the shares in respect of which each proxy representative represents
the shareholder shall be identified in connection with the registration to the
AGM 2026.
Proxy document templates are available on the Company's website at
https://www.posti.com/en/investors/agm/2026 (https://www.posti.com/en/investors/a
gm/2026%20on%20March%203) on March 3, 2026, at 9:00 a.m. Finnish time at the
latest.
Any proxy documents are requested to be submitted preferably as an attachment
with the electronic registration or alternatively by mail to Innovatics Oy,
AGM/Posti Group Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland
or by e-mail to [email protected] . The proxy documents must be received before
the end of the registration period. In addition to the delivery of proxy
documents, the shareholder or his/her/their proxy shall register for the AGM
2026 in the manner described above in this notice.
- Advance voting
Shareholders may also vote in advance on certain agenda items of the AGM 2026 in
accordance with the following instructions.
a) Shareholders with shares registered with Euroclear Finland Oy
Each shareholder who is registered in the shareholders' register of the Company
maintained by Euroclear Finland Oy as described in subsection C.1a) above may
vote in advance during the period between March 3, 2026, at 9:00 a.m. Finnish
time - April 8, 2026, at 3:59 p.m. Finnish time in the following manners:
· Electronically on the Company's website at
https://www.posti.com/en/investors/agm/2026 . The service is accessed in the
same way as described in the registration process outlined in section C.1.a) of
this notice.
· By e-mailing the advance voting form or equivalent information to
[email protected] or
· By regular mail by sending the advance voting form or equivalent information
to Innovatics Oy, AGM/Posti Group Corporation, Ratamestarinkatu 13 A, FI-00520
Helsinki, Finland.
Shareholders voting in advance by email or regular mail shall submit the advance
voting form available on the Company's website at
https://www.posti.com/en/investors/agm/2026 or equivalent information. The
advance voting form will be available on the Company' website on March 3, 2026,
at 9:00 a.m. Finnish time at the latest.
Advance votes must be received by the end of the registration period. Submitting
advance votes in this way before the end of registration and advance voting is
considered registration for the AGM 2026, as long as the abovementioned
information required for registration is provided.
A representative or proxy representative of the shareholder must in connection
with the delivery of the advance voting form provide a dated proxy document or
otherwise in a reliable manner demonstrate his/her/their right to represent the
shareholder at the AGM 2026.
b) Holders of nominee-registered shares
For holders of nominee-registered shares, advance voting is carried out via the
account manager of their custodian. The account manager may cast advance votes
on behalf of the holders of nominee-registered shares that 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.
c) Other matters related to advance voting
Shareholders who have voted in advance and who wish to exercise their right to
ask questions, demand a vote at the AGM 2026 or vote on a possible
counterproposal under the Finnish Companies Act must participate in the AGM 2026
at the meeting venue in person or by way of proxy representation.
A proposal subject to advance voting is considered to have been presented
without amendments at the AGM 2026.
Further information on registration and advance voting is available by telephone
during the registration period of the General Meeting by calling Innovatics Oy
at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m.
to 4:00 p.m. Finnish time.
Instructions regarding the advance voting will also be available on the
Company's website at https://www.posti.com/en/investors/agm/2026 on March 3,
2026, at 9:00 a.m. Finnish time at the latest.
- Other instructions
The AGM 2026 will be conducted in the Finnish language. Simultaneous translation
will be available in the meeting room into the English and, when relevant,
Finnish languages.
The information concerning the AGM 2026 under the Finnish Companies Act and the
Finnish Securities Markets Act is available on the Company's website at
https://www.posti.com/en/investors/agm/2026 . Pursuant to Chapter 5, Section 25
of the Finnish Companies Act, a shareholder who is present at the AGM 2026 has
the right to request information with respect to the matters to be considered at
the AGM 2026.
On the date of this notice to the AGM 2026, the total number of Posti's shares
is 40,500,000 conferring a total of 40,500,000 votes. Each share entitles to one
vote. On the date of this notice, the Company does not hold any of its own
shares.
The privacy notice is available on the Company's website at
https://www.posti.com/en/investors/agm/2026 .
Changes in shareholding occurring after the record date of the AGM 2026, April
1, 2026, will not affect the right to participate in the AGM 2026 or the number
of votes of such shareholder at the AGM 2026.
Helsinki, March 2, 2026
Posti Group Corporation
BOARD OF DIRECTORS
Media inquiries:
Anu Laukkanen
VP, Communications
Tel: +358 50 460 5550
Investor inquiries:
Marja Mäkinen
VP, Investor Relations
Tel: +358 40 671 2999
Posti Group Corporation in brief
Posti is one of the leading delivery and fulfillment companies in Finland,
Sweden, and the Baltics. We make our customers' everyday lives smoother with a
wide range of services, which include parcels, freight, and postal services as
well as warehouse, fulfillment, and logistics services. Our goal is to transport
completely fossil-free throughout the value chain by 2030 and zero our own
emissions by 2040. Our net sales in 2025 amounted to EUR 1,447.6 million and we
have approximately 13,700 employees. Posti Group's shares are listed on the
Nasdaq Helsinki official list in Finland. www.posti.com