Notice to Proventia Group Oyj's Annual General Meeting

A. Matters on the agenda of the Annual General Meeting

The following matters will be considered at the Annual General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to 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

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 2024
- Review by the CEO.

7. Adoption of the financial statements and consolidated financial statements

8. Resolution on the use of the profit shown on the balance sheet and the distribution of  funds

Proventia Group Corporation’s distributable funds total EUR 24,681,976.20. The Board of Directors proposes that the profit for the period of EUR 12,622,060.39 be transferred to retained earnings, and that EUR 0.30 per share be distributed from reserves of unrestricted equity, totalling EUR 4,901,342.40, with the total number of shares being 16,337,808.

If the Annual General Meeting approves the proposal of the Board of Directors, the funds will be distributed to a shareholder who is registered in the shareholders' register of the Company held by Euroclear Finland Ltd on the record date, 17 April 2025. The Board of Directors proposes that the payment date be 28 April 2025.

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

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

The Shareholders' Nomination Board proposes that the remuneration of the members of the Board of Directors and the basis for reimbursement of travel expenses remain unchanged and that the remuneration of the Board of Directors be paid as follows:

• the Chairman of the Board of Directors EUR 4,000 per month
• members of the Board of Directors EUR 2,500 per month
• If the Board of Directors decides to establish committees under the Board of Directors, the chairmen of the committees will be paid EUR 1,000 per month and the members of the committees EUR 500 per month in addition to the remuneration of the Board of Directors
• The travel expenses of the members of the Board of Directors will be reimbursed in accordance with the company's travel policy.
  
  

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

The Shareholders' Nomination Board proposes that the number of members of the Board of Directors be 7.

12. Election of members of the Board of Directors

The Shareholders' Nomination Board proposes that the composition of the Board of Directors remain unchanged and that Harri Suutari, Lauri Antila, Tommi Salunen, Johnny Pehkonen, Kalle Kekkonen, Erja Sankari and Gary Collar be re-elected to the Board of Directors. All candidates have given their consent to the positions.

13. Resolution on the remuneration of the Auditor

The Board of Directors proposes, upon the proposal by the Audit Committee, that the remuneration and travel expenses of the auditor to be elected be paid according to a reasonable invoice.

14. Election of the Auditor

The Board of Directors proposes, upon the proposal by the Audit Committee, that Ernst & Young Oy, Authorised Public Accountants, be elected as the company's auditor, with Milla Karjalainen, Authorised Public Accountant, as the principal auditor.

15.  Authorisation for the Board of Directors to decide on a share issue and the provision of special rights

The Board of Directors proposes the following:

The Annual General Meeting authorises the Board of Directors to decide on one or more share issues and the provision of special rights pursuant to paragraph 1 of section 10 of the Limited Liability Companies Act, as well as all of their terms and conditions, and related measures.

According to the consideration of the Board of Directors, the authorisation can be used for financing business acquisitions or other business arrangements and investments, carrying out cooperation between companies or other similar arrangements, or strengthening the company’s financial and capital structure, to exercise option or other incentive schemes, and to commit key persons.

The total number of shares to be issued or subscribed on the basis of the authorisation may be 4 000 000 at maximum.

The authorisation provides the Board of Directors with the right to execute directed measures, i.e., deviate from the shareholders’ pre-emptive right to the company’s shares if there is significant reason pursuant to the Companies Act.

The authorisation is proposed to be in effect until the following Annual General Meeting, and for a maximum of 18 months.

16. Authorisation for the Board of Directors to decide on the acquisition of treasury shares

The Board of Directors proposes the following:

The Annual General Meeting authorises the Board of Directors to decide on the acquisition of treasury shares using the company’s unrestricted equity according to clause 2 of paragraph 5 of section 15 of the Limited Liability Companies Act. The authorisation is proposed to concern the acquisition of a maximum of 500 000 treasury shares in a single batch or several. 

The Board of Directors proposes that it be authorised to decide on the share acquisition price and other conditions so that the share acquisition price is the fair value of the shares on the acquisition date as set by the Board of Directors. The share-specific price must at least be the amount of equity in accordance with the company’s financial statements divided by the number of issued shares and, at maximum, a value in which the Board of Directors’ view of the company's outlook and financial development and other relevant factors affecting the company’s value have been taken into account, including the value of reference companies operating in the same field. The authorisation does not exclude the Board of Directors’ right to decide on a private offering, in which case it is deemed that there is a significant financial reason for the acquisition.

According to the Board of Directors’ consideration, the authorisation can be used for financing and carrying out business arrangements and investments, or other purposes decided on by the Board of Directors.

The authorisation is proposed to be in effect until the following Annual General Meeting, and for a maximum of 18 months.

17. Authorisation for the Board of Directors to decide on the transfer of treasury shares held by the company

The Board of Directors proposes the following:

The Annual General Meeting authorises the Board of Directors to decide on the transfer of the treasury shares held by the company according to clause 1 of paragraph 1 of section 9 of the Limited Liability Companies Act. The authorisation is proposed to concern the transfer of a maximum of 500 000 treasury shares held by the company.

The Board of Directors proposes that it be authorised to decide on for whom and in what order the treasury shares are transferred. The Board of Directors can decide on the transfer of the treasury shares in all situations, apart from one where a shareholder has a pre-emptive right to the company’s shares. The Board of Directors is authorised to decide on the share transfer price, other transfer conditions and a situation where the shares can be transferred against compensation other than money. The authorisation includes the right to decide on the criteria according to which the transfer price is determined. The shares to be transferred on the basis of the authorisation are proposed to be used for financing and carrying out important arrangements for the company, such as business arrangements and investments, or other purposes decided on by the Board of Directors.

The authorisation is proposed to be in effect until the following Annual General Meeting, and for a maximum of 18 months.

18. Approval of the Charter of the Shareholders' Nomination Board

The Shareholders' Nomination Board proposes that the updated charter of the Shareholders' Nomination Board be approved as attached.

19. Closing of the meeting

B. Documents of the Annual General Meeting

This notice of the meeting, which includes all the proposed resolutions on the agenda of the Annual General Meeting, is available on Proventia Group Oyj's website at www.proventia.com.

Proventia Group Oyj's Financial Statements, Report of the Board of Directors and Auditor's Report will be available on the aforementioned website by 8 April 2025 at the latest.

The proposed resolutions and other documents mentioned above will also be available for viewing at the Annual General Meeting.

The minutes of the Annual General Meeting will be available on the above-mentioned website no later than 29 April 2025.

C. Instructions for the Participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered in the shareholders' register of the Company held by Euroclear Finland Ltd on the record date of the Annual General Meeting, 3 April 2025, 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.

Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder.

A shareholder, who is registered in the shareholders' register of the Company and who wishes to participate in the Annual General Meeting, shall register for the Annual General Meeting no later than 10 April 2025, by which time the registration must be received.

Registration for the Annual General Meeting can be given: by email to shareholders@proventia.com.

In connection with the registration, a shareholder shall notify his/her name, date of birth or business ID, address, telephone number and e-mail address as well as the name of a possible assistant or proxy representative and the date of birth of a proxy representative. The personal data given by the shareholders will be used only in connection with the Annual General Meeting and the processing of related registrations.

A shareholder, his/her representative or proxy representative shall, if necessary, be able to prove his/her identity and/or right of representation at the meeting venue.

Shareholders who wish to follow the Annual General Meeting remotely are also requested to register for the meeting in accordance with this item and to notify their attendance remotely in connection with the registration and to notify the e-mail address to which the instructions for the remote follow-up can be sent. Shareholders are requested to note that the Annual General Meeting can only be attended in person and that the Annual General Meeting can only be followed remotely. It is not possible to ask questions, make counterproposals, make other speeches or vote remotely, and following the meeting via a webcast will not be considered participation in the Annual General Meeting or exercising the rights of shareholders.

2. 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 to be registered in the shareholders' register held by Euroclear Finland Ltd on the record date of the Annual General Meeting, 3 April 2025. In addition, the right to participate requires that the shareholder on the basis of such shares is temporarily registered in the shareholders' register held by Euroclear Finland Ltd no later than on 10 April 2025, at 10:00 a.m. EET. With regard to nominee-registered shares, this constitutes due registration for the Annual General Meeting.

Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders' register, the issuing of proxy documents and voting instructions and registration for the Annual General Meeting from his/her custodian bank.

The account manager of the custodian bank shall register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, temporarily into the shareholders' register of the Company at the latest by the time stated above.

3. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the Annual General Meeting by way of proxy representation.

A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.

Possible proxy documents should be delivered by e-mail to shareholders@proventia.com before the end of the registration period. In addition to delivering proxy documents, a shareholder or his/her proxy representative shall ensure registration for the Annual General Meeting in the manner described above in this notice.

4. Other instructions and information

The language of the meeting is Finnish.

A shareholder present at the Annual General Meeting has the right to ask questions on the matters to be discussed at the General Meeting in accordance with Chapter 5, Section 25 of the Limited Liability Companies Act.

PROVENTIA GROUP OYJ

Board of Directors

ATTACHMENTS

Charter of the Shareholders' Nomination Board