Relais Group Oyj — Proxy Solicitation & Information Statement 2026

Mar 20, 2026

Notice of the Annual General Meeting 2026 of Relais Group Plc

Notice of the Annual General Meeting 2026 of Relais Group Plc

Relais Group Plc
Stock Exchange Release 20 March 2026, 10:00 a.m. EET

Notice of the Annual General Meeting 2026 of Relais Group Plc

Notice is given to the shareholders of Relais Group Plc of the Annual General
Meeting to be held on Tuesday 14 April 2026 at 3 p.m. EEST in Valla auditorium
at the address Itämerentori 2, 00180 Helsinki. The reception of persons who have
registered for the meeting and the distribution of voting tickets will commence
at 2.30 p.m. at the meeting venue. Shareholders will also be able to follow the
meeting via webcast. Instructions for following the meeting via the webcast are
available on the company's website at https://relais.fi/en/investors/corporate
-governance/annual-general-meetings/annual-general-meeting-2026/.  It is not
possible to pose questions, make counterproposals, speak or vote via the
webcast. Following the meeting via webcast is not considered as attendance at
the Annual General Meeting or as exercising the shareholders' rights.

After the Annual General Meeting, the shareholders will have the opportunity to
meet the CEO and members of the management team of Relais Group Plc.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

The following matters will be considered at the Annual General Meeting:

2.                            Calling the 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
report of the Board of Directors and the auditor's report for the financial year
2025

· Presentation of the CEO's review

The financial statements, the report of the Board of Directors (which includes
the sustainability report), the auditor's report and the Assurance Report on the
Sustainability Report are available on the company's website at
https://relais.fi/en/investors/corporate-governance/annual-general
-meetings/annual-general-meeting-2026/ as of 12 March 2026.

7.                            Adoption of the financial statements

8.                            Resolution on the use of the profit shown on the
balance sheet and the payment of dividends

The Board of Directors proposes to the Annual General Meeting that a dividend in
the total amount of EUR 0.30 per share be paid on the basis of the adopted
balance sheet for the financial year, which ended 31 December 2025. The Board of
Directors proposes that the dividend be paid in two equal instalments as
follows:

The first instalment of the dividend, EUR 0.15 per share in aggregate, is paid
to shareholders who are recorded on the company's list of shareholders
maintained by Euroclear Finland Oy on the record date for the first dividend
instalment on 16 April 2026. The Board of Directors proposes that the payment
date for the first dividend installment is on 23 April 2026.

The second dividend instalment, EUR 0.15 per share in aggregate, is paid in
November 2026. The second dividend instalment is paid to shareholders who are
recorded on the company's list of shareholders maintained by Euroclear Finland
Oy on the record date for the second dividend payment. Board of Directors
further proposes to the Annual General Meeting that the Annual General Meeting
would authorize the Board of Directors to decide the record date and payment
date for the second dividend installment. On its meeting to be held on or about
11 November 2026, the Board of Directors will confirm the record date and
payment date for the second instalment of the dividend. The preliminary record
date for the second instalment is 13 November 2026, and the preliminary date of
payment is 30 November 2026.

The Board of Directors proposes that the General Meeting would authorize the
Board of Directors, if necessary, decide on a new date of record and date of
payment for the second instalment of the dividend, should the rules of Euroclear
Finland Oy or regulations or rules of the Finnish book-entry securities system
change or otherwise require it.

9.                            Resolution to discharge the Members of the Board
of Directors and the CEO from liability

10.                        Consideration of the remuneration report for
governing bodies

The remuneration report is available on Relais Group Plc's website at
https://relais.fi/en/investors/corporate-governance/annual-general
-meetings/annual-general-meeting-2026/ as of 12 March 2026.  The Annual General
Meeting's resolution on the remuneration report is advisory.

11.                        Resolution on the remuneration of the members of the
Board of Directors and on the grounds for compensation of travel expenses

The shareholders, who represent a total of more than 50 percent of the shares
and votes in the company, propose to the Annual General Meeting that the annual
fees to be paid to the members of the Board of Directors elected at the Annual
General Meeting for the term of office ending at the 2027 Annual General Meeting
be as follows: EUR 65,000 for the Chair of the Board and EUR 35,000 for the
members of the Board, and that any travel expenses of the Board of Directors be
compensated in accordance with the company's travel expense regulations. If the
Board of Directors decides to elect a Deputy Chair of the Board from among its
members, the annual fee to be paid to the Deputy Chair of the Board shall be EUR
45,000.

If the Board of Directors establishes committees from among its members, the
committee chair shall be paid an additional annual fee of EUR 15,000 and
committee members shall be paid an additional annual fee of EUR 7,500.

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

The shareholders, who represent a total of more than 50 percent of the shares
and votes in the company, propose to the Annual General Meeting that the number
of the ordinary members of the Board of Directors be confirmed as six (6).

13.                        Election of the Members of the Board of Directors

The shareholders, who represent a total of more than 50 percent of the shares
and votes in the company, propose to the Annual General Meeting that for a term
of office ending at the end of the next Annual General Meeting following the
election, Olli-Pekka Kallasvuo, Katri Nygård, Jesper Otterbeck and Lars Wilsby
be re-elected as members of the Board of Directors, and that Arni Ekholm and
Maaret Vähätalo-Daveyshall be elected as new members. Anders Borg has declined
re-election due to other engagements which prohibit him from holding any public
company board positions.

All candidates have consented to their election.

The candidates for the Board of Directors and the assessment of their
independence are presented on Relais Group Plc's website
https://relais.fi/en/investors/corporate-governance/annual-general
-meetings/annual-general-meeting-2026/.

The candidates proposed as Board members have notified that if they are elected
as members of the Board of Directors, they will elect Jesper Otterbeck as the
Chair of the Board of Directors.

14.                        Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting that the
remuneration for the auditor to be elected be paid according to the auditor's
invoice approved by the company.

15.                        Election of the auditor

The Board of Directors proposes to the Annual General Meeting that the firm of
authorized public accountants PricewaterhouseCoopers Oy, who has notified that
Authorized Public Accountant Ylva Eriksson would act as the principal auditor,
be re-elected as the auditor for the term of office ending at the end of the
next annual general meeting following the election.

The Board of Directors confirms that its recommendation is free from third-party
influence and that the Board of Directors has not been required to comply with a
contractual clause referred to in Article 16(6) of the EU Audit Regulation,
which would restrict the Annual General Meeting's discretion in the election of
the auditor.

16.                        Resolution on the renumeration of the sustainability
reporting assurance provider

The Board of Directors proposes to the Annual General Meeting that the
remuneration for the sustainability reporting assurance provider to be elected
be paid according to the sustainability reporting assurance provider's invoice
approved by the company.

17.                        Election of the sustainability reporting assurance
provider

The Board of Directors proposes to the Annual General Meeting that
PricewaterhouseCoopers Oy be re-elected as the company's sustainability
reporting assurance provider for the term of office ending at the end of the
next annual general meeting following the election. Should
PricewaterhouseCoopers Oy be elected as the sustainability reporting assurance
provider, PricewaterhouseCoopers Oy has notified that Authorized Sustainability
Auditor Ylva Eriksson would act as the responsible sustainability auditor.

18.                        Authorization of the Board of Directors to decide on
the acquisition and/or on the acceptance as pledge of own shares

The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to resolve on the acquisition or acceptance as pledge of a
maximum of 1,849,713 own shares in one or more tranches using the company's
unrestricted equity.

Own shares may be acquired and/or accepted as pledge based on the authorization
in order to, inter alia, develop the company's capital structure, finance or
implement any corporate acquisitions or other transactions, implement share
-based incentive plans, pay board fees or otherwise transfer or cancel them.

Own shares may be acquired in public trading on marketplaces whose rules and
regulations allow the company to trade in its own shares. In such a case, own
shares are acquired through directed acquisition, i.e. in a proportion other
than the shareholders' holdings of the company's shares, and the consideration
paid for the shares is based on the publicly quoted market price of the
company's share so that the minimum price of the purchased shares equals the
lowest market price quoted in public trading during the authorization period and
their maximum price equals the highest market price quoted in public trading
during that period.

The authorization is proposed to be effective until the closing of the Annual
General Meeting to be held in 2027, yet no further than until 30 June 2027. This
authorization cancels the authorization granted by the Annual General Meeting on
10 April 2025 to decide on the acquisition or acceptance as pledge of own
shares.

19.                        Authorizing the Board of Directors to decide on a
share issue and on granting option rights and other special rights entitling to
shares

The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide on issuing a maximum of 3,699,425 new shares in a
share issue or on granting special rights entitling to shares (including stock
options) as referred to in Chapter 10 Section 1 of Finnish Limited Liability
Companies Act, as well as the conveyance of up to the same maximum number
(3,699,425) of treasury shares held by the company, in one or several tranches.

In practice, the above authorization includes that the Board of Directors may
first decide on one or more share issues (up to the maximum number of 3,699,425
new shares) without consideration to the company itself and then further convey
such treasury shares (up to the maximum number of 3,699,425 shares) against
consideration (including as shares to be received based on stock-options or
other special rights issued based on the same authorization).

This authorization is proposed to be used to, inter alia, finance and implement
any prospective corporate acquisitions or other transactions, to implement the
company's share-based incentive plans, or for other purposes determined by the
Board of Directors.

The authorization is also proposed to grant the Board the right to decide on all
terms and conditions governing said share issue and the granting of special
rights entitling to shares, including the subscribers or the grantees of the
said special rights entitling to shares and the payable consideration. The
authorization also includes the right to issue shares and special rights
entitling to shares in deviation from the shareholders' pre-emptive rights, i.e.
in a directed manner. The authorization of the Board of Directors covers both
the issue of new shares and the assignment of any shares that may be held in the
company's treasury.

For the sake of clarity, it is noted that in no circumstances can the total
number of new shares to be registered under this authorization exceed 3,699,425
new shares in aggregate.

The authorization is proposed to be effective until the closing of the Annual
General Meeting to be held in 2027, yet no further than until 30 June 2027. This
authorization cancels the authorization granted by the Annual General Meeting on
10 April 2025 concerning the issue of shares and special rights entitling to
shares.

20.                        Closing of the Meeting

B. DOCUMENTS OF THE GENERAL MEETING

This notice containing all of the proposed resolutions on the matters on the
agenda of the Annual General meeting is available on Relais Group Plc's website
at https://relais.fi/en/investors/corporate-governance/annual-general
-meetings/annual-general-meeting-2026/. The financial statements, the report of
the Board of Directors (which includes the sustainability report), the auditor's
report and the Assurance Report on the Sustainability Report as well as the
remuneration report of Relais Group Plc are available on the above-mentioned
website as of 12 March 2026. The proposed resolutions and other above-mentioned
documents are also available at the Annual General Meeting. The minutes of the
Annual General Meeting will be available on the above-mentioned website at the
latest on 28 April 2026.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1.                            Shareholders registered in the shareholders'
register

Shareholders who are on the record date of the Annual General Meeting, 31 March
2026, registered in the shareholders' register of the company, maintained by
Euroclear Finland Oy, have the right to participate in the Annual General
Meeting. Shareholders whose shares are registered on their personal Finnish book
-entry accounts (including equity savings account) are registered in the
shareholders' register of the company.

The registration period for the Annual General Meeting commences on 23 March
2026 at 9:00 a.m. (EEST). Shareholders registered in the shareholders' register
of the company who wish to attend the General Meeting, must give advance notice
of their attendance, and the company must receive such notice no later than by 9
April 2026 10 a.m. (EEST). Such notice can be given in the following ways:

a)      through the company's website at
https://relais.fi/en/investors/corporate-governance/annual-general
-meetings/annual-general-meeting-2026/.

Please note that strong electronic identification for registration requires
Finnish, Swedish or Danish online banking credentials or mobile ID, and
shareholders must provide their date of birth or business ID, email address
and/or telephone number in connection with the registration.

b)      via email at agm@innovatics.fi, or

c)       by mail to the address Innovatics Ltd, Annual General Meeting/Relais
Group Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.

When giving an advance notice of attendance, requested information must be
provided, such as the shareholder's name, date of birth / business ID, address,
telephone number and/or e-mail address and the name of any assistant or proxy
representative and date of birth of the proxy representative as well as phone
number and/or e-mail. When registering by email or mail, the shareholder must
include in the message the registration form available on the company's website
https://relais.fi/en/investors/corporate-governance/annual-general
-meetings/annual-general-meeting-2026/ or corresponding information. The
personal data provided to Relais Group Plc by shareholders will only be used in
connection with the Annual General Meeting and with the processing of related
necessary registrations.

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

Further information on registration is available by telephone during the
registration period of the Annual General Meeting by calling Innovatics Oy at
+358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon and from 1:00 p.m. to
4:00 p.m. (EEST).

2.                            Holders of nominee-registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares based on which they would be entitled
to be registered in the shareholders' register of the company maintained by
Euroclear Finland Oy on the record date of the Annual General Meeting 31 March
2026. 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 maintained by Euroclear
Finland Oy at the latest on 9 April 2026 by 10 a.m. (EEST). As regards nominee
-registered shares, this constitutes valid registration for the Annual General
Meeting. Changes in shareholding after the record date of the Annual General
Meeting will not affect the right to participate in the Annual General Meeting
or the number of voting rights held by a shareholder in the meeting.

Holders of nominee-registered shares are advised to request, without delay,
necessary instructions regarding the temporary registration in the shareholders'
register of the company, the issuing of proxy documents and voting instructions
and registration for the Annual General Meeting from their custodian bank. The
account manager of the custodian shall temporarily register a holder of nominee
-registered shares, who wishes to participate in the Annual General Meeting, in
the shareholders' register of the company at the latest by the time stated
above.

3.                            Proxy representative and proxy documents

A shareholder may participate in the Annual General Meeting, and exercise their
rights at the meeting, by way of proxy representation. The shareholder's proxy
representative must 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
through several proxy representatives representing the shareholder with shares
on 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.

A template for the proxy document is available on the company's website
https://relais.fi/en/investors/corporate-governance/annual-general
-meetings/annual-general-meeting-2026/.

Possible proxy documents shall be delivered as attached files in connection with
the electronic registration, by mail to the address Innovatics Ltd, Annual
General Meeting/Relais Group Plc, Ratamestarinkatu 13 A, 00520 Helsinki,
Finland, or by email to the address agm@innovatics.fi before the end of the
registration period. In addition to delivering the proxy documents, the
shareholder or their proxy representative shall register for the Annual General
Meeting as specified above in this notice.

Shareholders may also, as an alternative to conventional proxy documents, use
the electronic Suomi.fi e-Authorizations service for authorizing proxy
representatives. The proxy representative is mandated in the Suomi.fi service at
www.suomi.fi/e-Authorizations (using the authorization topic “Representation at
a General Meeting”). In the general meeting service, the proxy representatives
shall identify themselves through strong electronic authentication in connection
with the registration, after which they will be able to register on behalf of
the shareholder they represent. The strong electronic authentication takes place
with online banking credentials or mobile ID. Further information on electronic
authorization is available at www.suomi.fi/e-Authorizations.

4.                            Following the meeting online via webcast

Shareholders have the opportunity to follow the Annual General Meeting also via
webcast. It is not possible to present questions, make counterproposals, speak
or vote through the webcast, and following the meeting through the webcast is
not considered as participation in the Annual General Meeting or exercise of
shareholder rights under the Finnish Companies Act.

In order to be able to follow the meeting via webcast, the shareholder shall
register to follow the webcast on the company's website at
https://relais.fi/en/investors/corporate-governance/annual-general
-meetings/annual-general-meeting-2026/. Further information and instructions on
following the meeting via webcast are available on the company's website at the
above-mentioned address.

5.                            Other instructions and information

The language of the meeting is Finnish.

Pursuant to Chapter 5 Section 25 of the Finnish Limited Liability Companies Act,
a shareholder who is present at the Annual General Meeting has the right to
request information with respect to the matters considered at the meeting.

The information concerning the Annual General Meeting required under the Finnish
Companies Act and the Finnish Securities Market Act is available on Relais Group
Plc's website at https://relais.fi/en/investors/corporate-governance/annual
-general-meetings/annual-general-meeting-2026/.

Changes in shareholding after the record date of the Annual General Meeting will
not affect the right to participate in the Annual General Meeting or the number
of voting rights held by a shareholder in the meeting.

On the date of this notice of the Annual General Meeting, 20 March 2026, the
total number of shares in Relais Group Plc, and votes represented by such
shares, is 18,497,127. On the date of this notice, the company or its
subsidiaries do not hold any of the company's own shares.

In Helsinki 20 March 2026

RELAIS GROUP PLC

BOARD OF DIRECTORS

Further information:

Juri Viitaniemi, Director Compliance, Legal and HR
Email: juri.viitaniemi@relais.fi

Distribution:

Nasdaq Helsinki
Key Media
www.relais.fi

Relais Group

Relais Group is a leading compounder and acquisition platform on the commercial
vehicle aftermarket in Northern Europe. We have a sector focus in vehicle life
cycle enhancement and related services. We also serve as a growth platform for
the companies we own.

We are a profitable company seeking strong growth. We carry out targeted
acquisitions in line with our growth strategy and want to be an active player in
the consolidation of the aftermarket in our area of operation. Our acquisitions
are targeted at companies having a good strategic fit with our group companies.

Our net sales in 2025 were EUR 383.4 (2024: 322.6) million. In 2025 we made
seven acquisitions. We employ approximately 1,700 professionals in eight
different countries. The Relais Group share is listed on the Main Market of
Nasdaq Helsinki with the stock symbol RELAIS.

www.relais.fi