Resolutions of Proventia Group Oyj's Annual General Meeting and Board of Directors' Organizational Meeting

Proventia Group Oyj’s Annual General Meeting was held on 15 April 2025 at 12:00 p.m. at Restaurant Uusi Seurahuone, Rantakatu 4, 90100 Oulu (second floor).

The Annual General Meeting adopted the annual accounts and the consolidated annual accounts for the financial year that ended on 31 December 2024, discharged the members of the Company’s Board of Directors and the CEO from liability, and approved all proposals made to the Annual General Meeting by the Board of Directors.

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

Annual General Meeting 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. 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 payment date is 28 April 2025.

Composition and remuneration of the Board of Directors

Annual General Meeting resolved that the number of members of the Board of Directors be 7. Harri Suutari, Lauri Antila, Tommi Salunen, Johnny Pehkonen, Kalle Kekkonen, Erja Sankari and Gary Collar were re-elected to the Board of Directors

Annual General Meeting resolved 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

Election and remuneration of the Auditor

Annual General meeting elected Ernst & Young Oy, Authorised Public Accountants, as the company's auditor, with Milla Karjalainen, Authorised Public Accountant, as the principal auditor. The remuneration and travel expenses of the auditor to be elected were resolved to be paid according to a reasonable invoice.

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

The Annual General Meeting authorised 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 in effect until the following Annual General Meeting, and for a maximum of 18 months.

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

Annual General Meeting authorised 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 concerns the acquisition of a maximum of 500 000 treasury shares in a single batch or several. 

The Board of Directors was 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 in effect until the following Annual General Meeting, and for a maximum of 18 months.

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

Annual General Meeting authorised 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 concerns the transfer of a maximum of 500 000 treasury shares held by the company.

The Board of Directors was 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 in effect until the following Annual General Meeting, and for a maximum of 18 months.

Approval of the Charter of the Shareholders' Nomination Board

Annual General meeting approved the updated charter of the Shareholders' Nomination Board in accordance with the Shareholders' Nomination Board’s proposal.

Organizational meeting of the Board of Directors

In its organizational meeting held after the Annual General Meeting the Board of Directors re-elected Harri Suutari as Chair of the Board and Lauri Antila as Vice Chair of the Board.

Tommi Salunen was elected as Chair and Kalle Kekkonen and Erja Sankari as members of the Audit Committee.

Minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available on the company’s website no later than 29 April 2025.

PROVENTIA GROUP OYJ

Board of Directors