Vincit Plc

Company Release February 19, 2026, 10:00 am EET

Notice to the Annual General Meeting 2026 of Vincit Plc

The shareholders of Vincit Plc are invited to the Annual General Meeting to be held on Wednesday, March 25, 2026, at 1:00 pm EET at Fredrikinkatu 42, Helsinki (Vincit Plc's office, 5th floor). The reception of shareholders who have registered for the meeting and the distribution of ballot papers will start at 12:15 pm EET. 

To exercise their voting rights, a shareholder may authorize a person of their choice to represent them and cast votes on their behalf at the meeting. Instructions for shareholders can be found in Section C Instructions for participants in the meeting of this notice.

A. Matters to be discussed at the Annual General Meeting

The Annual General Meeting will discuss the following matters:

1. Opening the meeting

2. Matters of order for the meeting

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

4. Recording the legal convening of the meeting and quorum

5. Establishment of the persons present and confirmation of the voting list

6. Presentation of the financial statements, the Board of Director’s report and the auditor’s report for 2025

• CEO’s review

7. Adoption of the Financial Statements

8. Resolution on the use of the profit shown on the Balance Sheet and the distribution of dividend

The Board of Directors proposes to the Annual General Meeting that no dividend be paid from the company's distributable funds for the financial year 2025.

9. Resolution on the discharge of the members of the Board of Directors and CEO from liability

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

The Nomination Committee proposes that the remuneration of the Board of Directors remain unchanged and be paid as follows:

The Chairman of the Board of Directors will receive EUR 48,000 per year. The Vice Chairman of the Board of Directors will receive EUR 36,000 per year. Other members of the Board of Directors will each receive EUR 24,000 per year.

In addition, the Nomination Committee proposes that a meeting fee of EUR 800 per meeting be paid to the Chair for meetings of the Board committees. The committee members’ meeting fee is proposed at EUR 500 per meeting.

The Shareholders’ Nomination Committee proposes that the members of the Board of Directors and the Audit Committee be reimbursed for reasonable travel expenses incurred from meetings.

The Shareholders’ Nomination Committee proposes that the remuneration of the Chairman of the Board, the possible Vice Chairman of the Board, and other members of the Board be paid once a year, with 50% of the annual remuneration being paid in Vincit Plc shares held by the company or, if this is not possible, in Vincit Plc shares acquired from the market, and 50% being paid in cash. The shares will be transferred to the Chairman of the Board of Directors, the possible Vice Chairman, and the members, and if necessary, acquired on the market directly on their behalf by the end of the financial year.

It is proposed that the committee members' meeting fees be paid in cash.

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

The Shareholders’ Nomination Committee proposes that 5 (5) members be elected to the Board of Directors.

12. Election of members of the Board of Directors

The Shareholders’ Nomination Committee proposes that the current members Mikko Kuitunen, Veera Siivonen and Matti Copeland be re-elected to the Board of Directors for a term ending at the close of the Annual General Meeting in 2027.

Of the current Board members, Enel Sintonen and Arto Martonen have announced that they are not available for re-election.

The Shareholders’ Nomination Committee proposes that the following be elected as new members of the Board of Directors:

• Ilkka Laurila, Master of Science in Economics, and Master of Science in Agriculture and Forestry
• Kaarina Ståhlberg, LLM (Helsinki), Master of laws (Columbia, New York)

All nominees have given their consent to stand for election.

All proposed Board members, with the exception of Mikko Kuitunen, are considered to be independent of the Company and its significant shareholders. Kuitunen is the Company's largest shareholder and served as the company CEO until 2021.

Information relevant to the board work of the proposed individuals is available on the company's website at https://investors.vincit.com/en/investors/corporate_governance/annual_general_meeting_2026

The members of the Board of Directors shall elect from among their number a Chair and a possible Vice Chair.

The members of the Audit Committee will be elected by the Board of Directors to be elected at the Annual General Meeting.

The members of the Personnel Committee will be elected by the Board of Directors to be appointed at the Annual General Meeting.

13. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting that the auditor to be elected be paid remuneration in accordance with an invoice approved by the company.

14. Election of the auditor

The Board of Directors proposes to the Annual General Meeting that the auditing firm KPMG Oy Ab be selected as the company's auditor. The auditing firm KPMG Oy Ab has informed that Miika Karkulahti, Authorized Public Accountant, is the auditor with principal responsibility.

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

The Board of Directors proposes to the Annual General Meeting that the Board be authorized 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 tranches as follows:

A maximum of 2,500,000 shares (including shares issued based on special rights) may be issued based on the authorization, which corresponds to approximately 15% of the company’s current share capital. 

The Board of Directors will decide on the issuance of shares, option rights and other special rights entitling to shares. The authorization includes the right to resolve to issue new shares or to transfer own shares held by the Company. Shares, option rights and other special rights entitling to shares can be issued deviating from the shareholders’ pre-emptive subscription right (directed issue). There must be a weighty financial reason for the company to deviate from the shareholders' pre-emptive right (directed issue).

The authorization is valid until June 30, 2027, and it revokes all previous unused authorizations to resolve on the issuance of shares, option rights, and other special rights entitling to shares.

16. Authorizing the Board of Directors to decide on repurchasing and/or accepting the company’s own shares as pledge

The Board of Directors proposes to the Annual General Meeting that the General Meeting authorize the Board of Directors to decide on repurchasing and/or accepting the company’s own shares as pledge under the following conditions:

A maximum of 1,000,000 shares may be repurchased and/or pledged, which corresponds to approximately 6% of the company’s current share capital. The shares will be purchased in public trading organized by Nasdaq Helsinki Ltd on the Nasdaq First North Growth Market Finland marketplace at the market price at the time of purchase. Own shares may be repurchased deviating from the pro rata holdings of shareholders. The repurchase of shares reduces the company's distributable unrestricted equity. The Board of Directors decides how the shares will be repurchased and/or accepted as a pledge.

The authorization is valid until June 30, 2027, and it revokes all previous unused authorizations to repurchase own shares.

17. Amendment of the Shareholder’s Nomination Committee's Rules of Procedure 

The Board of Directors proposes to the Annual General Meeting that the largest shareholders of the company entitled to appoint members to the Shareholder’s Nomination Committee be determined annually based on the ownership data registered in the company's shareholder register maintained by Euroclear Finland Oy on the last business day of May (currently the last business day of August) or based on ownership data separately presented by nominee-registered shareholders.

The Nomination Committee shall submit its proposals to the Board of Directors annually so that they can be included in the notice of the General Meeting and, at the latest, by January 31 (currently January 15) preceding the Annual General Meeting.

The proposed revision to the rules of procedure is available on Vincit Plc's website at https://investors.vincit.com/en/investors/corporate_governance/annual_general_meeting_2026.

18. Closing of the meeting

B. Documents of the General Meeting

The agenda for the Annual General Meeting, the Board of Directors' proposals, and this notice of meeting are available on Vincit Plc's website at https://investors.vincit.com/en/investors/corporate_governance/annual_general_meeting_2026. The financial statements, the report of the Board of Directors, and the auditor's report will be available on the company's website in week 9. The documents are also available for inspection at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the company website by April 8, 2026, at the latest.

C. Instructions for meeting participants

Shareholder registered in the shareholders' register

Shareholders who are registered in the company's shareholders' register maintained by Euroclear Finland Oy on March 13, 2026, have the right to attend the Annual General Meeting. A shareholder whose shares are registered in their personal Finnish book-entry account is registered in the company's shareholders' register.

Registration for the Annual General Meeting starts on February 23, 2026, at 10:00 am EET. A shareholder entered in the Company's shareholders' register who wishes to attend the Annual General Meeting must register no later than March 15, 2026, at 10:00 am EET, by which time the registration must be received. You can register for the Annual General Meeting:

• on the website: https://investors.vincit.com/en/investors/corporate_governance/annual_general_meeting_2026
• by email: agm@innovatics.fi
• by letter: Innovatics Oy, General Meeting / Vincit Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki

In connection with the registration, the shareholder's name, date of birth or business ID, address, phone number, and/or email address, as well as the name and date of birth of a possible assistant or proxy, and the proxy's phone number and/or email address must be provided. The personal data provided by shareholders to Vincit Plc will only be used in connection with the General Meeting and the processing of the necessary registrations related thereto.

The shareholder, their representative or proxy must be able to prove their identity and/or right of representation at the meeting if necessary.

Further information on registration is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9.00 am to 12.00 pm and from 1:00 to 4:00 pm EET.

Holder of nominee-registered shares

A holder of nominee-registered shares is entitled to participate in the Annual General Meeting based on the shares which would entitle him/her to be entered in the shareholders' register kept by Euroclear Finland Oy on March 13, 2026. Participation also requires that the shareholder is temporarily registered in the shareholder list maintained by Euroclear Finland Oy by 4:00 pm EET on March 20, 2026, based on these shares. In the case of nominee-registered shares, this is considered as registration for the Annual General Meeting.

The holder of nominee-registered shares is advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the shareholders' register, the issuing of proxies, and registration for the Annual General Meeting. The account manager of the custodian bank shall temporarily register the holder of nominee-registered shares who wishes to attend the Annual General Meeting for entry in the register of shareholders of the company by the aforementioned date at the latest.

Proxy representatives and powers of attorney

A shareholder may attend the General Meeting and exercise their rights there through a proxy representative. The proxy must present dated proxy documents or otherwise, in a reliable manner, prove that they are entitled to represent the shareholder. A model proxy document and voting instructions are available on the company's website https://investors.vincit.com/en/investors/corporate_governance/annual_general_meeting_2026. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be indicated in connection with the registration. You can prove your right to representation by using the suomi.fi e-authorizations service available in the electronic registration service. The proxy representative must authenticate to the electronic registration service personally with strong authentication, after which they will be able to register on behalf of the shareholder they represent.

Any proxies should primarily be submitted as an attachment in connection with electronic registration or, alternatively, as a PDF file by email to agm@innovatics.fi or by mail to: Innovatics Oy, General Meeting / Vincit Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, no later than 4:00 pm EET on March 15, 2026. In addition to delivering proxies, a shareholder or their proxy must register for the Annual General Meeting as described above in this notice.

Other instructions

Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. In addition, shareholders may submit questions regarding the agenda items and preliminary materials of the Annual General Meeting until March 15, 2026. When asking a question, a shareholder must present sufficient evidence of his/her shareholding.

Questions can be sent by email to agm@innovatics.fi. Questions submitted in advance will be answered at the meeting.

On the date of the notice of the Annual General Meeting, Vincit Plc has a total of 16,989,869 shares and votes.

In Helsinki February 19, 2026

Vincit Plc

Board of Directors

Certified advisor: Aktia Alexander Corporate Finance Oy, phone: +358 50 520 4098

Vincit Plc in brief

Vincit turns digital into business results by combining leading enterprise platform, tailored solutions, human-centered design and AI. Vincit Plc’s shares are listed on the Nasdaq First North Growth Market Finland marketplace. www.vincit.com