Notice to Oriola Corporation’s Annual General Meeting 2022

Oriola Corporation Stock Exchange Release 18 February 2022 at 1.00 p.m.

The Board of Directors of Oriola Corporation has today decided to convene the Annual General Meeting of the Shareholders of Oriola Corporation on 15 March 2022. The below notice to the meeting will be published on the company’s website at www.oriola.com on 18 February 2022.

Notice to Oriola Corporation’s Annual General Meeting 2022

Notice is given to the shareholders of Oriola Corporation (“Oriola” or the “Company”) to the Annual General Meeting to be held on 15 March 2022 at 12:00 p.m. (EET) at the Company’s headquarters at the address Orionintie 5, 02200 Espoo, Finland.

The Company’s Board of Directors has resolved on exceptional meeting procedures based on the temporary legislative act to limit the spread of the COVID-19 pandemic (375/2021), which entered into force on 8 May 2021. In order to ensure the health and safety of the shareholders, employees and other stakeholders of the Company, the Annual General Meeting will be organised without shareholders’ and their proxy representatives’ presence at the Annual General Meeting venue. Shareholders can participate in the Annual General Meeting and use their shareholder rights in connection with the Annual General Meeting by voting in advance (either personally or through a proxy representative), by submitting counterproposals in advance and by asking questions in advance in the manner described below. Proxy representatives must also vote in advance in the manner described below. For further instructions, please refer to Section C. “Instructions for the Participants in the Annual General Meeting” of this notice.

The Chairman of the Board of Directors, the members of the Board of Directors, the President and CEO and other management of the Company and the Auditor will not attend the Annual General Meeting and no webcast will be provided. The Company will arrange a separate webcast after the Annual General Meeting on 15 March 2022 at 1:00 p.m. (EET). The webcast is not part of the Annual General Meeting, and it will be held in Finnish. The webcast begins with the presentations by Panu Routila, Chairman of the Board of Directors, and Elisa Markula, President and CEO, presenting the resolutions made at the Annual General Meeting and the merger of Kronans Apotek and Euroapotheca Apoteksgruppen into a new company announced by the Company on 9 February 2022 by way of a stock exchange release. Participants of the webcast will have the possibility to ask questions from the Company representatives. These questions are not questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, which must be delivered in advance as described below. More information on the possibility to participate in the virtual event will be presented on the Company’s website at www.oriola.com. Participants are requested to note that the webcast will be held only if it can be arranged in compliance with all regulatory rules and restrictions imposed by the Finnish authorities due to the COVID-19 pandemic.

A. Matters on the Agenda of 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

Attorney-at-law Mikko Heinonen will act as the Chairman of the Annual General Meeting. If due to weighty reasons Mikko Heinonen is not able to act as the Chairman, the Board of Directors shall appoint another person it deems most suitable to act as the Chairman.

3. Election of person to scrutinize the minutes and to supervise the counting of votes

The Company’s General Counsel Petter Sandström will scrutinize the minutes and supervise the counting of votes at the Annual General Meeting. Should Petter Sandström for a weighty reason not be able to attend these tasks, the Company’s Board of Directors will appoint another person that it deems most suitable to scrutinize the minutes and 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

Shareholders who have voted in advance in accordance with the instructions set out in this notice and who have the right to attend the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have attended the Annual General Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy and Innovatics Ltd.

6. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor’s report for the year 2021

As shareholders can only participate in the Annual General Meeting by voting in advance, the Company’s financial statements for 1 January – 31 December 2021, to be published on 22 February 2022, which includes the Company’s financial statements, consolidated financial statements, the report of the Board of Directors and the auditor’s report, and which will be made available on the Company’s website at www.oriola.com, will be deemed to have been presented to the Annual General Meeting.

7. Adoption of the financial statements and the consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes that a dividend of EUR 0.04 per share be paid on the basis of the balance sheet to be adopted in respect of the financial year ending on 31 December 2021. 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 17 March 2022. The Board of Directors proposes that the dividend be paid on 21 April 2022.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Adoption of the Remuneration Report for governing bodies

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

As shareholders can only participate in the Annual General Meeting by voting in advance, the Company’s Remuneration Report for the Company’s governing bodies for the financial year ending 31 December 2021, to be published by a stock exchange release and made available on the Company’s website at www.oriola.com as of 22 February 2022, will be deemed to have been presented to the Annual General Meeting.

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

The Nomination Board proposes that the following remunerations be paid to the members of the Board of Directors:

The fee for the term of office of the Chairman of the Board of Directors would be EUR 60,000, the fee for the term of office of the Vice Chairman of the Board of Directors would be EUR 36,000, the fee for the term of office of the Chairman of the Audit Committee would be EUR 36,000 and the fee for the term of office of the other members of the Board of Directors would be EUR 30,000. Of the annual fee, 60 per cent would be paid in cash and 40 per cent would be used to acquire Oriola Corporation's Class B 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 2022. The Chairman of the Board of Directors would receive an attendance fee of EUR 1,000 per meeting and the other members would receive attendance fees of EUR 500 per meeting. Attendance fees would correspondingly also be paid to the Chairman and members of Board and Company committees. Travel expenses would be compensated in accordance with the travel policy of the Company.

12. 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 six.

13. 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 Juko Hakala, Eva Nilsson Bågenholm, Harri Pärssinen, Lena Ridström and Panu Routila would be re-elected to the Board of Directors and Nina Mähönen would be elected new member of the Board of Directors.

Current member of the Board of Directors Anja Korhonen has informed the Nomination Board that she is not available for re-election to the Board of Directors.

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

The biographicals of the proposed members of the Board of Directors are presented on the Company’s website at www.oriola.com.

14. 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.

15. 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 Kirsi Jantunen as principal auditor, would be re-elected as the auditor of the Company.

16. 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. The 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 the 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.

Shareholders' pre-emptive rights and targeted issue

The 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, the authorisation may be used i.a. to develop the capital structure of the Company. Pursuant to the 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 the 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. The 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 revoke all previous share issue authorisations given to the Board of Directors to the extent that they have not been exercised.

17. Authorising the Board of Directors to decide on the issuance of Class B 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. The authorisation comprises the right to issue new Class B shares or assign Class B treasury shares held by the Company.

Maximum number of shares to be issued or assigned

It is proposed that the 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.

Shareholders' pre-emptive rights and targeted issue

The 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, the authorisation may be used as payment of consideration when financing and executing corporate acquisitions or other business arrangements and investments. Pursuant to the authorisation, Class B 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 the 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. The 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.

18. Authorising the Board of Directors to decide on the issuance of Class B shares without payment to the Company and on a directed share issue of Class B shares 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.

Other terms and purpose of the authorisation

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

The purpose of the 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 Class B shares in one or more issues. The 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 Class B shares to be issued can be either new shares or own Class B treasury shares. The total number of shares to be issued under the authorisation is 250,000 Class B shares. The share issue may be without payment.

Purpose of the authorisation

The Board of Directors may exercise the 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.

19. Authorising the Board of Directors to decide on the repurchase of the Company’s own Class B 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 Class B shares on the following terms and conditions:

Maximum number of shares repurchased

According to the 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. The 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.

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 the price of the Class B shares quoted on the regulated market organised by Nasdaq Helsinki Ltd. 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 Class B shares. The 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 16 March 2021 in respect of the repurchase of the Company’s own Class B shares.

20. 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 are available on Oriola Corporation’s website at www.oriola.com. The financial statements, the report of the Board of Directors, the auditor’s report and the remuneration report of Oriola Corporation will be available on the above-mentioned website no later than 22 February 2022. 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 29 March 2022 at the latest.

C. Instructions for the Participants of the Annual General Meeting

In order to limit the spread of the COVID-19 pandemic, the Annual General Meeting will be organised without the shareholders’ and their proxy representatives’ presence at the Annual General Meeting venue. Participation over real-time telecommunications or a recording of the Annual General Meeting will not be available. Shareholders can participate in the meeting and use their shareholder rights only by voting in advance (either personally or through a proxy representative), by submitting counterproposals in advance and by asking questions in advance in the manner described below. Proxy representatives must also vote in advance in the manner described below.

1. Right to participate

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. Thursday, 3 March 2022, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the Company.

Instructions for holders of nominee-registered shares are set out below under Section C4 “Holders of nominee-registered shares”.

2. Registration and voting in advance

Registration for the Annual General Meeting and advance voting will begin on 24 February 2022 at 9:00 a.m. (EET). A shareholder who is registered in the Company’s shareholders’ register and who wishes to participate in the Annual General Meeting, must register for the Annual General Meeting and vote in advance no later than by 10 March 2022 at 10:00 a.m. (EET), by which time the votes must have been received.

When registering, requested information, such as the name, date of birth, business ID and contact details of the shareholder, must be provided. The personal data given by the shareholder to the Company or Innovatics Oy will be used only in connection with the General Meeting and with the processing of related necessary registrations.

A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can register and vote in advance on certain matters on the agenda of the Annual General Meeting from 24 February 2022 at 9:00 a.m. (EET) until 10 March 2022 at 10:00 a.m. (EET) by the following means:

a)      Through the Company’s website www.oriola.com/agm-2022

Online registration and voting in advance require that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.

b)      By mail or e-mail

A shareholder voting in advance by mail or e-mail must deliver an advance voting form available on the Company’s website at www. oriola.com or corresponding information to Innovatics Ltd by regular mail to Innovatics Ltd, Yhtiökokous / Oriola Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by e-mail to agm@innovatics.fi.

The advance voting form and instructions relating to the advance voting will be available on the Company’s website at www.oriola.com no later than on 24 February 2022 at 9:00 a.m. (EET). Additional information and technical support for electronic registration is also available by telephone at +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.

If a shareholder participates in the Annual General Meeting by voting in advance in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the Annual General Meeting, provided that all information required for registration and advance voting is duly provided. No other notification of participation is required for the Annual General Meeting.

3. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting by proxy. Proxy representatives must also vote in advance in the manner described in this notice. Shareholders, who do not vote in advance, are requested, due to the COVID-19 pandemic, to exercise shareholders' rights through a centralised proxy representative designated by the Company by authorising attorney-at-law Annemari Rosi from Hannes Snellman Attorneys Ltd, or a person appointed by them, to represent them at the Annual General Meeting in accordance with the shareholder's voting instructions. Authorising the designated proxy representative will not accrue any costs for the shareholder, excluding possible postal fees for proxy documents. Further information on the designated proxy representative is available at the following website: https://www.hannessnellman.com/people/all/annemari-rosi/.

Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder they represent. A proxy representative must produce a dated proxy document or otherwise, in a reliable manner, demonstrate his/her right to represent the shareholder at the Annual General Meeting. Statutory right of representation may be demonstrated by using the suomi.fi e-Authorisations service which is in use in the online registration service. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry 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 as from 24 February 2022 onwards. Possible proxy documents shall be delivered primarily as an attachment in connection with the electronic registration and advance voting or secondarily through email to agm@innovatics.fi or as originals by regular mail to the address Innovatics Ltd, Yhtiökokous / Oriola Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. The proxy documents must be received by Innovatics by the due date of the registration period, 10 March 2022 at 10:00 a.m. (EET).

If a shareholder delivers a proxy to the Company in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the Annual General Meeting, provided that all required information is included in the proxy documents. In addition, proxy representatives must also vote in advance in the manner described in this notice.

Further information will also be available on the Company’s website at www.oriola.com.

4. 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 he/she would be entitled, on the record date of the Annual General Meeting, i.e. Thursday, 3 March 2022, 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 registered in the temporary shareholders’ register held by Euroclear Finland Oy at the latest by Thursday, 10 March 2022 at 10:00 a.m. (EET). With regard to nominee-registered shares, this constitutes due registration for the Annual General Meeting.

A holder of nominee-registered shares is advised to request necessary instructions regarding the registration in the Company’s temporary shareholders’ register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank without delay. 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, in the Company’s temporary shareholders’ register within the registration period applicable to nominee-registered shares. The account management organisation of the custodian bank shall also take care of the voting in advance on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares.

Further information will also be available on the Company’s website at www.oriola.com.

5. Counterproposals, right to ask questions and other information

Shareholders representing at least one hundredth (1/100) of all the shares in the Company have the right to pose counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals shall be delivered to the Company by email to karoliina.stadigh@oriola.com at the latest by 22 February 2022 at 4:00 p.m. (EET), by which time the counterproposals must be received by the Company.

In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. A counterproposal is eligible for voting at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Annual General Meeting represent at least one hundredth (1/100) of all shares in the Company. If a counterproposal is not eligible for voting at the Annual General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The Company will publish potential counterproposals eligible for voting on the Company’s website at www.oriola.com on 24 February 2022 at the latest.

A shareholder has the right to ask questions with respect to the matters to be considered at the Annual General Meeting pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Such questions must be sent in connection with the electronic voting no later than by 1 March 2022 at 4:00 p.m. (EET) or by email to karoliina.stadigh@oriola.com at the latest by 1 March 2022 at 4:00 p.m. (EET), by which time the questions must be received by the Company.

Such questions by shareholders, responses to such questions by the Company as well as other counterproposals than those eligible for voting will be available on the Company’s website at www.oriola.com on 4 March 2022 at the latest. In connection with asking questions, shareholders are required to provide adequate evidence of their shareholding.

On the date of the notice to the Annual General Meeting, 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.

Espoo, 18 February 2022

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