2025-01-23 09:00:00 CET

2025-01-23 09:00:16 CET


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Oriola Oyj - Other information disclosed according to the rules of the Exchange

Proposals of the Shareholders' Nomination Board of Oriola Corporation concerning the Board of Directors to be elected by the 2025 Annual General Meeting


Oriola Corporation Stock Exchange Release  23 January 2025 at 10:00 a.m. EET

Proposals of the Shareholders' Nomination Board of Oriola Corporation concerning
the Board of Directors to be elected by the 2025 Annual General Meeting

Oriola's Shareholders' Nomination Board has presented its proposal to the 2025
Annual General Meeting concerning the composition of the Board of Directors as
follows:

  · The number of members of the Board of Directors would be seven; however, if
any of the proposed members becomes unavailable prior to the Annual General
Meeting, the maximum number of elected Board members shall be the number of
proposed members available.
  · The current members of the Board of Directors Petra Axdorff, Ann Carlsson
Meyer, Nina Mähönen, Yrjö Närhinen, Ellinor Persdotter Nilsson, Harri Pärssinen
and Heikki Westerlund would be re-elected.
  · Heikki Westerlund would be re-elected Chairman of the Board of Directors.

The Nomination Board has assessed all candidates to the Board of Directors to be
independent of the company and its major shareholders. All the candidates
proposed have given their consent to being elected members of the Board of
Directors.

With regard to the selection procedure for the members of the Board of
Directors, the Shareholders' Nomination Board recommends that shareholders take
a position on the proposal as a whole at the General Meeting. The Shareholders'
Nomination Board is responsible for ensuring that the proposed Board of
Directors as a whole has sufficient expertise, knowledge and competence and that
the composition of the Board of Directors takes into account the independence
requirements set out in the Finnish Corporate Governance Code for listed
companies and the stock exchange rules that apply to the company.

The Nomination Board notes that the proposed Board composition corresponds to
the requirements of the Finnish Corporate Governance Code and the diversity
principles approved for the company. When electing Board members, attention
shall be paid to members' mutually complementary experience and competence.

The Nomination Board also proposes to the 2025 Annual General Meeting that the
remunerations would be paid to the members of the Board of Directors as follows:

  · Chairman of the Board: fee for term of office of 71,400 euros (2024: 70,000
euros)
  · Vice chairman of the Board: fee for term of office of 40,800 euros (2024:
40,000 euros)
  · Chairman of a Board Committee (provided that person is not the Chairman or
Vice chairman of the Board): fee for term of office of 40,800 euros (2024:
40,000 euros)
  · Other members of the Board: fee for term of office of 34,200 euros (2024:
33,500 euros)
  · Attendance fees would remain unchanged and be paid as follows:
    · for Board of Directors meetings 1,000 euros per meeting to the Chairman
for meetings held in the Chairman's home country and 2,000 euros for meetings
held elsewhere
    ·  500 euros per meeting to other members of the Board for meetings held in
the home country of the respective member and 1,000 euros for meetings held
elsewhere
    · for committee meetings 1,000 euros per meeting for the committee chairman
meetings held in the chairman's home country and 2,000 euros for meetings held
elsewhere and
    · 500 euros per meeting to committee members for meetings held in the home
country of the respective committee member and 1,000 euros for meetings held
elsewhere.

  · Of the fees for term of office, 40 per cent would be paid in Oriola
Corporation's class B-shares and 60 per cent would be paid in cash, so that the
Oriola Corporation's class B shares would be acquired for the Board members on
the Nasdaq Helsinki Stock Exchange within two weeks from the release of the
Interim Report 1 January - 31 March 2025 of the company.
  · Travel expenses would be reimbursed in accordance with the travel policy of
the company

The Board of Directors of Oriola will include these proposals of the Nomination
Board in the notice of the 2025 Annual General Meeting.

Oriola's Shareholders' Nomination Board consists of: Pekka Pajamo (Senior Vice
-President, Finance, Varma Mutual Pension Insurance Company) as chairman, Peter
Immonen (Chairman of the Board of Directors of WIP Asset Management Oy, member
of the Board of Directors of Mariatorp Oy and Wipunen varainhallinta Oy), Annika
Ekman (Head of Direct Equity Investments, Ilmarinen Mutual Pension Insurance
Company), Timo Maasilta (Chairman of the Board of Directors of Maa- ja
vesitekniikan tuki ry.)  Jukka Ylppö (M.Sc. [Technology] and M.Sc. [Economics])
and Ingeborg Åkermarck (CEO of WIP Asset Management Oy).

Oriola Corporation

Further information:

Pekka Pajamo
Chairman of the Shareholders' Nomination Board
e-mail: pekka.pajamo@varma.fi

Petter Sandström
General Counsel, secretary to the Board of Directors
tel. +358 10 429 5761
e-mail: petter.sandstrom@oriola.com

Distribution:
Nasdaq Helsinki Ltd
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01226238.pdf