Inderes Oyj, Company announcement, April 15, 2026, at 7:00 pm EEST

Resolutions of Inderes Oyj's Annual General Meeting and the organizing meeting of the Board of Directors 2026

The Annual General Meeting (“AGM”) of Inderes Oyj (“Company”) held on April 15, 2026, approved the financial statements for the financial year 2025 and discharged the members of the Board of Directors (“Board”) and the CEO from liability for the financial year 2025.

Amendment of the Articles of Association

The Annual General Meeting decided, in accordance with the proposal of the Shareholders' Nomination and Remuneration Committee, to amend Article 3 of the Articles of Association such that the maximum number of Board members is increased by one. The amended Article 3 of the Articles of Association reads as follows:

Article 3 Board of Directors

The Company’s Board of Directors has at least three (3) and at most six (6) regular members. The Board of Directors appoints a Chairperson and a Vice Chairperson from among its members. The Board of Directors may make written decisions without holding a meeting, provided that all Board members agree to the decision and confirm this with their signature. The term of office of the members of the Board of Directors continues until further notice.

Composition and remuneration of the Board of Directors

The number of Board members was confirmed to be six. Current members Joakim Frimodig, Nina Källström, Helena Norrman, Tero Weckroth and Hanna Raftell were re-elected to the Board, and Tuomas Syrjänen was elected as a new member. The term of the Board will end at the close of the next AGM. At the constitutive meeting of the Board held after the AGM, the Board elected Joakim Frimodig as Chairperson and Tero Weckroth as Vice-Chairperson. The Board decided not to establish any committees. The Board assesses that all members are independent of the Company and its significant shareholders.

The AGM decided that that an annual fixed remuneration will be paid until the end of the next Annual General Meeting, with EUR 36,000 for the Chairman of the Board and EUR 18,000 for the other Board members. The expenses of the Board members for travel and accommodation will be reimbursed according to actual costs.

Approximately 40% of the annual remuneration will be paid in Inderes Plc shares, or if this is not possible, in Inderes Plc shares acquired from the market, with the remainder paid in cash. The shares will be transferred to the members of the Board of Directors and, if necessary, acquired on the market directly on behalf of the members of the Board of Directors by the end of the financial year. The portion of the annual remuneration to be paid in shares will be converted into shares using the volume-weighted average price of the company's share during the period of February 1, 2026, to April 14, 2026.

In addition, the Annual General Meeting resolved on additional share-based remuneration for the members of the Board of Directors. The maximum additional share remuneration is 1,000 shares for the Chairperson of the Board and 500 shares for other Board members.

The amount of the additional share remuneration is determined linearly based on the total return development of Inderes Plc's share, between 11% and 30%. If the total return of the share is less than 11%, no additional share remuneration will be paid. If the total return development of the share is 30% or more, the additional share remuneration will be paid according to the maximum amount.

The starting level for the share's total return is calculated using the volume-weighted average price of the company's share for the period March 1, 2026 to March 31, 2026. The terminal value is calculated using the volume-weighted average price of the company's share for the period March 1, 2027 to March 31, 2027, plus dividends per share and other distributions paid between March 1, 2026 and March 31, 2027.

Any additional TSR-based share remuneration will be paid in the company's own shares held by the company no later than April 15, 2027. In addition, the company will pay any potential transfer tax arising from the transfer of shares on behalf of the Board members.

All shares received as remuneration are subject to a two-year restriction on the right of disposal, during which the Board member may not sell, transfer, or otherwise dispose of the shares received as remuneration.

The decision on the composition of the Board of Directors is conditional on the registration of said revision in the Trade Register.

Dividend

The AGM approved the Board’s proposal to distribute a dividend of EUR 0.22 per share from the distributable assets of the parent company. The dividend will be paid to shareholders who on the record date of April 17, 2026, are registered in the Company's shareholder register maintained by Euroclear Finland Oy. The dividend will be paid on April 24, 2026. In addition, the Board was authorized to decide at its discretion on the distribution of a second dividend installment, which amounts to a maximum of EUR 0.50 per share. According to the Board's view, the authorization is intended to be utilized for a maximum of EUR 0.23 per share. The authorization is valid until the beginning of the Company's next AGM.

Auditor

The authorized public accounting firm Ernst & Young Oy was re-elected as the Company's auditor, whose principal auditor is APA Toni Halonen. The term of the auditor ends at the close of the next AGM. The auditor shall be remunerated according to an invoice.

Board authorizations

The AGM decided to authorize the Board to decide on the repurchase of the Company's own shares under the following terms:

The total number of own shares to be acquired may not exceed 87,757 Inderes Oyj shares, which corresponds to approximately five percent of all shares in the Company. Shares may be repurchased in one or more installments. The Company may use only unrestricted equity to repurchase its own shares. Own shares may be acquired at the quoted market price in public trading or at a price that is otherwise formed on the market on the date of acquisition. For example, the acquisition of own shares may be carried out by entering into standard derivative, stock lending or other contracts on the capital markets at prices determined on market terms within the framework of the law and regulations. Own shares may be repurchased otherwise than in proportion to the share ownership of the shareholders (directed repurchase).

Shares are acquired for use as consideration in possible acquisitions or other arrangements within the Company’s business, to finance investments, as part of the Company’s incentive plan or to be held by the Company, otherwise transferred or canceled.

The authorization is valid until Inderes Oyj's next AGM or until June 30, 2027. The Board is authorized to decide on all other conditions related to the acquisition of the Company’s own shares. The authorization replaces the authorization given by the previous AGM to acquire own shares.

Authorizing the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares

The AGM authorized the Board to resolve on the issuance of shares, option rights and other special rights entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act in one or several installments, either against payment or without payment, as follows:

The total number of shares to be issued under the authorization may not exceed 351,026 shares (including shares issued based on special rights), which corresponds to approximately 20 percent of all shares in the Company. The Board will decide on all the terms of granting special rights entitling to option rights or shares. The authorization includes the right to resolve to issue new shares or to transfer own shares held by the Company. The Board may also decide on a free share issue for the Company itself. Shareholders' preemptive subscription right (directed issue) may be deviated from in issuing shares, option rights and other special rights entitling to shares if there is a weighty financial reason for the Company, such as the use of shares to develop the Company's capital structure, to carry out possible acquisitions, investments or other arrangements in the Company’s business, or to implement the Company’s commitment and incentive schemes.

The authorization is valid until Inderes Oyj's next AGM or until June 30, 2027. The authorization replaces the authorization granted by the previous AGM.

The minutes of the AGM will be available on the Company's website by April 29, 2026, at the latest.

INDERES OYJ

BOARD OF DIRECTORS


For additional information:
Mikael Rautanen
CEO, Inderes Oyj
mikael.rautanen@inderes.fi
tel. +358 50 346 0321

Certified adviser:
Sisu Partners Oy
Jori-Pekka Rautalahti
jori-pekka.rautalahti@sisupartners.com
tel. +358 50 382 9323

Juha Karttunen
juha.karttunen@sisupartners.com
tel. +358 40 555 4727

Inderes in brief
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