Olvi Oyj - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

Olvi plc  Notice of Annual General Meeting 21 March 2025 at 9.00 a.m.

NOTICE TO THE ANNUAL GENERAL MEETING

The shareholders of Olvi plc are hereby invited to the Annual General Meeting
that will be held on Wednesday, 16 April 2025, at 11:00 am in the Olvi Beer Hall
at Luuniemenkatu 4, Iisalmi, Finland. The reception of shareholders registered
for the meeting and the distribution of voting slips will commence in the
meeting venue at 10:00 am.
Shareholders can also exercise their voting rights by voting in advance.
Instructions for advance voting are presented in part C of this notice to the
Annual General Meeting. Shareholders may also submit questions referred to in
Chapter 5, Section 25 of the Limited Liability Companies Act on the matters to
be discussed at the meeting in writing prior to the meeting. Instructions for
submitting questions in writing are presented in part C of this notice to the
Annual General Meeting.

Shareholders can follow the Annual General Meeting online. Instructions for
watching the online webcast are available on the company's website at
www.olvigroup.fi. Watching the online webcast does not mean that the shareholder
is officially in attendance. It is not possible to ask questions, make counter
-proposals, address the meeting or vote via the online broadcast, and following
the meeting via online broadcast shall not be considered as participating in the
Annual General Meeting or exercising shareholders' rights.

We request the attendees to read the up-to-date meeting instructions on our
website at https://www.olvigroup.fi/en/investors/corporate-governance/annual
-general-meeting-shareholders/ .

A. Agenda of the meeting

The Annual General Meeting of Olvi plc will address the following matters:

1 Opening of the meeting

2 Calling the meeting to order

3 Election of persons to scrutinize the minutes and 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 for 2024, the report of the Board of
Directors (including the sustainability statement), the auditors' report and the
assurance report of the sustainability statement

CEO's review.

7 Adoption of the financial statements

8 Resolution on the use of the profit shown on the balance sheet and the payment
of dividend

The Board of Directors proposes that a dividend of EUR 1.30 be paid on each
Series A and Series K share on the basis of the adopted balance sheet for 2024.

The dividend shall be paid in two equal instalments, the first instalment shall
be paid on 30 April 2025 to shareholders registered in the company's register of
shareholders on the record date for the payment of the dividend 22 April 2025.
The second instalment shall be paid on 5 September 2025 to shareholders
registered in the company's register of shareholders on the record date on 29
August 2025. No dividend shall be paid on treasury shares held by the company on
the record date. There have been no substantial changes in the company's
financial position after the end of the accounting period. The company's
liquidity is sound, and the proposed distribution of profit will not, in the
Board of Director's view, compromise the company's cash position.

The Annual General Meeting shall authorise 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.

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

10 Consideration of the Remuneration Report of the governing bodies

11 Resolution on the remuneration of the members of the Board of Directors

Shareholders who jointly represent more than 57 percent of voting rights in the
company have notified the company that they will propose to the Annual General
Meeting that the remuneration paid to the members of the Board of Directors
remain unchanged and be paid as follows:
It will be proposed that the Chair of the Board shall receive EUR 6,500 per
month, the Vice Chair EUR 3,750 per month, and other members of the Board EUR
3,000 per month. In addition, it will be proposed that the Chair shall receive
an attendance allowance of EUR 950 per meeting, and other members of the Board
EUR 650 per meeting. The attendance allowance for committee meetings shall be
EUR 650 per meeting. It will be proposed that travel expenses be reimbursed in
accordance with the company's travel regulations.

12 Resolution on the number of the members on the Board of Directors

Shareholders who jointly represent more than 57 per cent of voting rights in the
company have notified the company that they will propose to the Annual General
Meeting a Board of Directors comprising six (6) members.

13 Election of the members of the Board

Shareholders who jointly represent more than 57 percent of voting rights in the
company have notified the company that they will propose to the Annual General
Meeting that the following former members of the Board of Directors be re
-elected for a period ending at the next Annual General Meeting: Lasse Heinonen,
Nora Hortling, Tarmo Noop, Juho Nummela, as well as Pekka Tiainen and Anette
Vaini-Antila as a new members. Päivi Paltola and Christian Ståhlberg have
notified that they will not be available for re-election. Candidate members
presentations are available on Olvi plc's Annual General Meeting website.

14 Resolution on the remuneration of the auditor and the assurer of
sustainability reporting

The Board of Directors proposes that the auditor's and sustainability reporting
assurer's fee and expenses shall be paid in accordance with a conventional
invoice approved by the company.

15 Election of the auditor

The Board of Directors proposes that KPMG Oy Ab, an Authorised Public Accounting
Firm, be re-elected as the company's auditor until the next Annual General
Meeting. KPMG Oy Ab has informed that Heidi Hyry, APA, would continue as the
auditor in charge if the company is selected.

16 Selecting a sustainability reporting assurer

On the recommendation of the Board of Directors' Audit Committee, the Board of
Directors proposes to the Annual General Meeting that the sustainability audit
firm KPMG Oy Ab be re-elected to verify the company's sustainability report for
the term of office, which will continue until the end of the next Annual General
Meeting. KPMG Oy Ab has informed that Heidi Hyry, Certified Public Accountant
and Sustainability Reporting Auditor (SRA), would continue to as lead
sustainability reporting assurer if the company is selected.

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

The Board of Directors proposes that the Annual General Meeting, revoking all
existing unused authorisations to acquire the company's own shares (treasury
shares), 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 schemes, 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 on any other matters related to the
acquisition of treasury shares.

It is proposed that the authorisation to acquire treasury shares shall be valid
until the close of the Annual General Meeting of 2026, but in any event not
longer than 18 months from the Annual General Meeting's decision on the
authorisation.

18 Authorising the Board of Directors to decide on a share issue

The Board of Directors proposes that the Annual General Meeting, revoking any
existing authorisations concerning share issues, 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 by the
company as treasury shares (“Issue authorisation”).

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
directed share issue can be executed in derogation 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 schemes. A directed share issue may
be a share issue without payment only if there is an especially weighty reason
for the same both for the company and with regard to the interests of all
shareholders in the company. The Board of Directors shall decide on any other
matters related to share issues.

It is proposed that the issue authorisation shall be valid until the close of
the Annual General Meeting of 2025, but in any event not longer than 18 months
from the Annual General Meeting's decision on the issue authorisation.

19 Closing of the Annual General Meeting

B. Documents of the General Meeting

The proposals of the Board of Directors included on the above agenda, this
notice to the meeting and the financial statement documents with attachments are
available to shareholders starting from 21 March 2025 at 09:00 am at Olvi plc's
head office, address Olvitie I-IV, 74100 Iisalmi, Finland.

The documents will also be available electronically starting from 21 March 2025
at 09:00 am on the company's website at
https://www.olvigroup.fi/en/investors/corporate-governance/annual-general
-meeting-shareholders/. Copies of the documents and this notice of meeting will
be sent to shareholders upon request.

The minutes of the Annual General Meeting will be available on the company's
website as of 30 April 2025.

C. Instructions for the participants in the meeting

1 Right to participate, registration and advance voting

Each shareholder registered on 4 April 2025 in the company's register of
shareholders maintained by Euroclear Finland Ltd has the right to participate in
the Annual General Meeting. A shareholder whose shares are registered on their
personal Finnish book-entry account is registered in the company's register of
shareholders.

Shareholders who want to participate in the Annual General Meeting shall
register for the meeting no later than Friday, 11 April 2025 by 10:00 am.
Registration will be opened on 21 March 2025 at 09:00 am.

In connection with the registration, shareholders shall provide their name, date
of birth, address, telephone number, the name of any assistant or proxy
representative, and the personal identity code of the proxy representative. The
personal data disclosed to Olvi plc by the shareholders will only be used for
the processing of the Annual General Meeting and any required registrations
associated with it.

Shareholders may register for the Annual General Meeting and vote in advance
between 09:00 am on 21 March 2025 and 10:00 am on 11 April 2025 by the following
means:

a)      Online via Olvi's website www.olvigroup.fi,

b)      in writing to Olvi plc / Annual General Meeting, Olvitie I-V, 74100
Iisalmi, Finland

c)      by email: hallinto@olvi.fi

Shareholders are requested to vote in advance between 09:00 am on 21 March 2025
and 10:00 am on 11 April 2025 via Olvi's website www.olvigroup.fi. Registration
and voting in advance requires strong electronic authentication of a shareholder
who is a natural person. When a shareholder who is a natural person logs into
the service through the company's website, they are directed to the electronic
authentication. After this, a shareholder can in one session register to the
Annual General Meeting, authorize another person and vote in advance. Strong
electronic authentication can be made with a Finnish bank ID or a mobile
certificate. In connection with the registration, a shareholder is required to
provide the requested personal information.

Further information about registration and advance voting is available by phone
during the registration period for the Annual General Meeting at Olvi plc's
phone number +358 290 00 1050.

Shareholders and their authorised representatives or proxy representatives
shall, where necessary, be able to prove their identity and/or right of
representation.

More detailed instructions for registering for the General Meeting event and for
watching the meeting via online webcast can be found on the company's Web site
www.olvigroup.fi - Annual General Meeting 2025.

2 Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights
at the meeting by way of proxy representation. 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 shareholder's number of votes.

A proxy representative shall produce a dated proxy document prior to the expiry
of the deadline for registration or otherwise prove in a reliable manner their
right to represent the shareholder at the meeting. The right of representation
can also be proven using the suomi.fi e-authorisations service that is available
in the registration service. Should a shareholder participate in the meeting by
means of several proxy representatives representing the shareholder with shares
in different book-entry accounts, the shares by which each proxy representative
represents the shareholder shall be indicated in connection with the
registration for the meeting.

Any proxy documents are requested to be primarily delivered as attachments to
the electronic registration, or alternatively by mail to Olvi plc, Annual
General Meeting, Olvitie I-IV, 74100 Iisalmi, Finland or by e-mail to
hallinto@olvi.fi before the end of the registration period. In addition to
submitting the proxy documents, shareholders or their proxies shall ensure that
they register for the Annual General Meeting in the manner described above in
this invitation.

3 Holders of nominee-registered shares

Holders of nominee-registered shares are entitled to participate in the Annual
General Meeting by virtue of the shares that would allow them to be registered
in the company's register of shareholders maintained by Euroclear Finland Ltd on
4 April 2025. A further prerequisite for participation is that the shareholder
be registered in the company's temporary register of shareholders maintained by
Euroclear Finland Ltd by virtue of these shares no later than 11 April 2025 by
10:00 am. As far as nominee-registered shares are concerned, this is considered
to constitute registration for the General Meeting.

Holders of nominee-registered shares are advised to request well in advance from
their custodian bank the necessary instructions regarding registration in the
register of shareholders, issuance of proxy documents, registration for the
Annual General Meeting and advance voting. For more information on authorising
representatives, please visit www.suomi.fi/valtuudet. The account management
organisation of the custodian bank will register a holder of nominee-registered
shares who wants to participate in the Annual General Meeting to be temporarily
entered in the register of shareholders by the deadline indicated above and take
care of advance voting on behalf of the holder of nominee-registered shares.

4 Other information

A shareholder may submit questions on the matters on the meeting agenda, as
referred to in Chapter 5, Section 25, of the Limited Liability Companies Act,
until 28 March 2025 at 12:00 by email to hallinto@olvi.fi or by post to Olvi
plc, Administration, P.O. Box 16, 74101 Iisalmi, Finland. Questions may also be
presented in connection with meeting registration and advance voting.

Such shareholder questions and responses to them from the company's management
will be discussed in connection with the CEO's review. Shareholders present at
the Annual General Meeting have the right to ask questions regarding the matters
discussed at the meeting in accordance with the Limited Liability Companies Act,
Chapter 5, Section 25.

On the date of this notice of meeting, Olvi plc has a total of 16,989,976 Series
A shares representing a total of 16,989,976 votes, as well as 3,732,256 Series K
shares representing a total of 74,645,120 votes.

Iisalmi, 20 March 2025

Olvi plc

BOARD OF DIRECTORS

More information:

Olvi plc

Patrik Lundell

CEO

tel. +358 290 00 1050

communications@olvi.fi

Distribution:

Nasdaq Helsinki Ltd

Main media

www.olvigroup.fi  (https://www.olvigroup.fi/en/company/olvi-group/)

Attachments:

03213887.pdf