Olvi plc   Stock Exchange Release 16 April 2025 at 13:20 p.m.

Resolutions of Olvi plc's Annual General Meeting 2025

Olvi plc's Annual General Meeting of 16 April 2025 adopted the financial statements and discharged the members of the Board of Directors and Chief Executive Officer from liability for the accounting period that ended on 31 December 2024. The General Meeting adopted the Remuneration Report 2024. In addition, the General Meeting made the following decisions:

Dividend

In accordance with the proposal of the Board of Directors, the General Meeting decided that a dividend of 1.30 (1.20) euro shall be paid on each Series K and Series A share, totaling EUR 26.9 (24.8) million. This dividend is 43.6% (64,9%) of Olvi Group's earnings per share and 43.6% (49.2%) of its adjusted earnings per share.

The dividend shall be paid in two instalments. The first instalment EUR 0.65 per share shall be paid on 30 April 2025 to shareholders registered in the list of shareholders maintained by Euroclear Finland on the record date 22 April 2025. The second instalment EUR 0.65 per share shall be paid on 5 September 2025 to shareholders registered in the list of shareholders maintained by Euroclear Finland on the record date 29 August 2025. No dividend shall be paid on treasury shares.

The General Meeting authorized the Board of Directors to decide on a new record date and payout date for the second instalment of dividends should the rules and regulations of the Finnish book-entry system be amended or otherwise necessitate such a change.

Elections and remuneration

The General Meeting decided that the Board of Directors shall have six (6) members. The following members were re-elected to the Board of Directors: Lasse Heinonen, Nora Hortling, Tarmo Noop and Juho Nummela. Pekka Tiainen ja Anette Vaini-Antila were elected as new members.

It was decided that the remuneration of the Board of Directors shall be kept unchanged as follows: the Chair of the Board 6,500 euro per month, the Vice Chair 3,750 euro per month and the other members 3,000 euro per month. Furthermore, the Annual General Meeting decided that the Chair of the Board of Directors shall receive an attendance allowance of 950 euro per meeting, and other members shall receive 650 euro per meeting. An attendance allowance of 650 euro per meeting shall be paid for per each committee meeting and travel costs shall be compensated in accordance with the company's travel policy.

Auditor and assurer of the sustainability statement

KPMG Oy Ab, an Authorised Public Accounting Firm, was re-elected as the company's auditor, with Heidi Hyry, APA, continuing as the auditor in charge.

KPMG Oy Ab was also re-elected to assure the company's sustainability statement. KPMG Oy Ab has announced that Heidi Hyry, APA and Sustainability Reporting Auditor (SRA), will act as the lead sustainability reporting assurer.

The auditor's and sustainability statement assurer's fee and expenses shall be paid in accordance with a conventional invoice approved by the company.

Authorising the Board of Directors to decide on the repurchase of the company's own shares

The Annual General Meeting, revoking all existing unused authorisations to acquire the company's own shares (treasury shares), decided to authorise the Board of Directors to decide on the acquisition of a maximum of 500,000 of the company's own Series A shares in one or more lots using the company's unrestricted equity subject to the following terms and conditions:

The shares shall be acquired in public trading arranged by NASDAQ Helsinki Ltd, due to which the acquisition will carried out in a proportion other than that of the shares held by the shareholders, and the consideration payable for the shares shall be the market price of the Olvi A share at the time of acquisition. The shares shall be acquired for the purpose of financing or executing any upcoming corporate acquisitions or other arrangements, implementing the company's incentive plans, to develop the company's capital structure, for example, as a method of distributing excess capital or for other purposes as decided by the Board of Directors. The maximum number of shares to be acquired represents approximately 2.4 percent of all shares in the company and approximately 0.6 percent of all votes, which means that the acquisition would not have any significant effect on the distribution of shareholdings and voting rights in the company.

The Board of Directors shall decide upon other matters related to the acquisition of treasury shares.

The authorisation to acquire treasury shares shall be valid until the closing of the Annual General Meeting 2026, however no longer than 18 months from the Annual General Meeting's authorisation decision.

Authorising the Board of Directors to decide on a share issue

The Annual General Meeting, revoking any existing authorisations concerning share issues, decided to authorise the Board of Directors to decide on the issuance of a maximum of 1,000,000 new Series A shares and the transfer of a maximum of 500,000 Series A shares held as treasury shares in accordance with the proposal of the Board of Directors.

New shares may be issued, and treasury shares held by the company may be transferred in one or more lots, either against payment or free of charge. The new shares can be issued and the treasury shares transferred to the company's shareholders on a pro rata basis in relation to their existing holdings, or a private placing can be executed in deviation from shareholders' pre-emptive rights if there is a weighty financial reason for the company to do so, such as financing or execution of corporate acquisitions or arrangements, development of the company's equity structure, improvement of share liquidity, or implementation of the company's incentive plans. A directed share issue may be free of charge only if there is a particularly weighty financial reason for it, taking into account the interests of the company and all of its shareholders.

The Board of Directors shall decide upon any other matters related to share issues.

It is proposed that the issue authorisation shall be valid until the closing of the Annual General Meeting 2026, however no longer than 18 months from the General Meeting's decision of issue authorisation.

Minutes of the general meeting

The minutes of the General Meeting will be available on www.olvigroup.fi/en under the AGM 2025 section on 30 April 2025 at the latest.

More information:
Patrik Lundell, CEO, Olvi plc, tel. +358 290 00 1050

Olvi communications, communications@olvi.fi

Distribution:

Nasdaq Helsinki Ltd

Main media

www.olvigroup.fi/en/