Resolutions of the Annual General Meeting of Oriola Corporation and the decisions of the constitutive meeting of the Board of Directors

Oriola Corporation's  Stock Exchange Release  25 March 2026 at 5:45 p.m. EET

Resolutions of the Annual General Meeting of Oriola Corporation and the decisions of the constitutive meeting of the Board of Directors

A. Oriola Corporation's Annual General Meeting held on 25 March 2026 passed the following resolutions:

1. Adoption of the financial statements and discharge from liability

The AGM adopted the financial statements and discharged the members of the Board of Directors and the President and CEOs from liability for the financial year ending 31 December 2025.

2. Payment of dividend

The AGM resolved that a dividend of EUR 0.03 per share shall be paid on the basis of the balance sheet adopted for the financial year ending 31 December 2025. The dividend is paid to shareholders registered in the company's shareholders register held by Euroclear Finland Ltd on the dividend record date 27 March 2026. The payment date of the dividend is 15 April 2026.

The AGM further authorised 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 AGM of the company.

3. The composition and fees of the members of the Board of Directors

The AGM confirmed that the Board of Directors is composed of seven members. Current members of the Board of Directors Petra Axdorff, Ann Carlsson Meyer, Yrjö Närhinen, Ellinor Persdotter Nilsson, Harri Pärssinen and Heikki Westerlund were re-elected to the Board of Directors and Pekka Pajamo was elected as a new member of the Board of Directors. Heikki Westerlund was re-elected as Chairman of the Board of Directors.

The AGM confirmed that the fee for the term of office of the Chairman of the Board of Directors is EUR 71,400, the fee for the term of office of the Vice Chairman of the Board of Directors is 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, is EUR 40,800 and the fee for the term of office of the other members of the Board of Directors is EUR 34,200. Of the annual fee, 60 per cent shall be paid in cash and 40 per cent shall be used to acquire shares for the Board members on the Nasdaq Helsinki Stock Exchange within two weeks from the release of the Interim Report 1 January - 31 March 2025 of the company. Attendance fees remained unchanged so the Chairman of the Board of Directors receives 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 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 are correspondingly also paid to the Chairman and members of company committees. Travel expenses are compensated in accordance with the travel policy of the company.

4. Election of auditor and resolution on the remuneration of the auditor

Authorised Public Accountants KPMG Oy Ab, who has put forward authorised public accountant Kim Järvi as principal auditor, was re-elected as the auditor of the company. The auditor's fees shall be paid according to invoice approved by the company.

5. Election of sustainability reporting assurance provider and resolution on the remuneration of the sustainability reporting assurance provider

Authorised Sustainability Audit Firm KPMG Oy Ab, who has put forward Kim Järvi as principal authorised sustainability auditor, was re-elected as the sustainability reporting assurance provider of the company. The fees of the company’s sustainability reporting assurance provider shall be paid according to invoice approved by the company.

6. Authorisation for the Board of Directors to decide on a share issue as well as the issuance of special rights entitling to shares

In accordance with the proposal of the Board of Directors, the AGM authorised 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. The authorisation covers a combined maximum of 18,500,000 of the company’s own shares, 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.

The 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. The authorisation is in effect for a period of eighteen (18) months from the decision of the AGM, however, at most until the beginning of the company's next AGM. The authorisation revokes all previous share issue authorisations granted to the Board of Directors to the extent that they have not been exercised.

7. Authorisation for the Board of Directors to decide on the repurchase of the company's own shares

In accordance with the proposal of the Board of Directors, the AGM authorised the Board of Directors to decide on the repurchase of the company’s own shares in one or several tranches. 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.

According to the authorisation, the Board of Directors decides on all other matters related to the repurchase of shares. The authorisation to repurchase the company’s own shares is in force for a period of not more than eighteen (18) months from the resolution of the AGM, however, at most until the beginning of the company's next AGM. This authorisation revokes the authorisation granted to the Board of Directors by the AGM 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.

B. Decisions of the constitutive meeting of the Board of Directors

In its constitutive meeting convening after the AGM, the Board of Directors of Oriola Corporation elected Harri Pärssinen as Vice Chairman of the Board of Directors.

The Board appointed from among its members the following members to the Board's Audit Committee and Compensation and Human Resources Committee:

Audit Committee:
Harri Pärssinen (Chairman), Petra Axdorff and Pekka Pajamo

Compensation and Human Resources Committee:
Yrjö Närhinen (Chairman), Ellinor Persdotter Nilsson and Heikki Westerlund

The Board of Directors has assessed the independence of the members of the Board of Directors, and determined, that all members of the Board of Directors are independent of the company and its significant shareholders.

Oriola Corporation

Petter Sandström
General Counsel

Further information:

Petter Sandström
General Counsel
tel. +358 10 429 5761
e-mail: petter.sandstrom@oriola.com

Mikael Wegmüller
VP, Communications and Sustainability
tel. +358 40 776 2314
email: mikael.wegmuller@oriola.com

Distribution:
Nasdaq Helsinki Ltd
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Released by:
Oriola Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo, Finland
www.oriola.com