Annual General Meeting 2023

Registration for the meeting and advance voting will begin on 17 February 2023 and a shareholder who is registered in the Company’s shareholders’ register and who wishes to participate in the Annual General Meeting must register for the meeting and, if applicable, vote in advance no later than by 17 March 2023 at 4.00 p.m. (EET) by which time the registration and possible advance votes must be received. Advance voting is described below in section "Advance voting".

Shareholders with a Finnish book-entry account may register from 9.00 a.m. (EET) on 17 February 2023 until 4.00 p.m. (EET) on 17 March 2023 by the following manners:

a. through the Company's website 

When shareholders who are natural persons log into the service of Euroclear Finland Oy through the Company's website, they are directed to the strong electronic authentication. Strong electronic authentication can be conducted with online banking codes or a mobile certificate. Thereafter, the shareholder can register for the Annual General Meeting, authorize a proxy representative and vote in advance in one session.

For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must provide a book-entry number and other required information. If the shareholders that are legal persons use suomi.fi electronic authorization, registration requires strong electronic identification, that can be conducted with online banking codes or a mobile certificate, from the authorized proxy representative.

b. by regular mail or email

A shareholder may send a notice of attendance to Euroclear Finland Oy by regular mail to Euroclear Finland Oy, Yhtiökokous/Terveystalo Oyj, P.O. Box 1110, FI-00101 Helsinki or by email to yhtiokokous@euroclear.eu.

In connection with the registration, a shareholder is required to provide the requested information, such as his/her name, personal identification number/date of birth or business ID, address, telephone number and e-mail address as well as the name and date of birth of a possible authorized proxy representative, legal representative or assistant. The personal data given to the Company and Euroclear Finland Oy will be used only in connection with the General Meeting and with the processing of related registrations.

A shareholder, their possible authorized proxy representative, legal representative, or assistant must be able to prove their identity and/or right of representation at the Annual General Meeting.

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 on the record date of the Annual General Meeting, i.e., on 13 March 2023, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register maintained by Euroclear Finland Oy at the latest by 20 March 2023 by 10.00 a.m. (EET). As regards nominee-registered shares this constitutes registration for the Annual General Meeting.

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and voting instructions as well as registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank shall temporarily register a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, into the shareholders’ register of the Company at the latest by the time stated above as well as, if necessary, arrange advance voting on behalf of the holders of nominee registered shares before the end of the registration period for nominee-registered shares.

A shareholder may also participate and use their rights in the Annual General Meeting through a proxy representative. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.

A proxy representative may also choose to vote in advance in the manner described in this notice. Proxy representatives registering electronically for the Annual General Meeting must identify themselves personally through strong electronic authentication, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance electronically.

Should a shareholder participate in the General 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 identified in connection with the registration.

Natural persons may appoint a proxy representative in connection with the electronic registration to the Annual General Meeting at the Company’s website. Otherwise, a proxy document must be used. A template proxy document will be available on this website on 17 February 2023 at the latest.

Any proxy documents are asked to be delivered to Euroclear Finland Oy by regular mail to Euroclear Finland Oy, Yhtiökokous/Terveystalo Oyj, P.O. Box 1110, FI-00101 Helsinki or by email to yhtiokokous@euroclear.eu before the last date for registration, by which time the proxy documents must be received.

In addition to delivering a proxy authorization document, a shareholder or their proxy representative must register for the Annual General Meeting in the manner described in Section "Registration for the meeting".

Shareholders that are legal persons can also use suomi.fi electronic authorization service instead of traditional proxy document. In this case, the company authorizes the nominated proxy representative in suomi.fi service (https://www.suomi.fi/e-authorizations) by using the proxy form "Representation at the General Meeting". The electronic proxy will automatically be verified by Euroclear Finland Oy's General Meeting service. When registering, proxy representatives must authenticate themselves by strong electronic authentication. Strong electronic authentication can be conducted with online banking codes or a mobile certificate.

Shareholders with a Finnish book-entry account or equity savings account may also vote in advance on certain agenda items of the Annual General Meeting during the period between 17 February 2023 at 09:00 (EET) – 17 March 2023 at 16:00 (EET).

Shareholders who have voted in advance who wish to exercise their right to ask questions, demand a vote at the Annual General Meeting or vote on a possible counterproposal under the Finnish Companies Act must participate in the Annual General Meeting at the meeting venue in person or by way of proxy representation.

For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may cast advance votes on behalf of the holders of nominee-registered shares in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.

Advance voting can be done as follows:

a. through the Company's website 

When shareholders who are natural persons log into the service of Euroclear Finland Oy through the Company's website, they are directed to the strong electronic authentication. Strong electronic authentication can be conducted with online banking codes or a mobile certificate.

For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must provide their book-entry account number and other required information. If a shareholder that is a legal person uses the suomi.fi electronic authorization, advance voting requires strong electronic identification, that can be conducted with online banking codes or a mobile certificate, from the authorized proxy representative.

b. by regular mail or email

A shareholder may send an advance voting form or corresponding information to Euroclear Finland Oy by regular mail to Euroclear Finland Oy, Yhtiökokous/Terveystalo Oyj, P.O. Box 1110, FI-00101 Helsinki or by email to yhtiokokous@euroclear.eu. The advance voting form will be available on the Company’s website as of 17 February 2023 at 09:00 (EET) at the latest. A legal representative or authorized proxy representative of a shareholder must in connection with delivering the voting form produce a dated proxy authorization 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 submitting votes in advance to Euroclear Finland Oy before the deadline for registration and advance voting, the submission constitutes due registration for the Annual General Meeting, provided that they contain the information required for registration, as mentioned above in the section "Registration for the meeting".

A proposal subject to advance voting is deemed to have been presented without amendments at the Annual General Meeting.

The language of the General Meeting is Finnish, and the meeting will be simultaneously translated into English. A shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting in accordance with Chapter 5 Section 25 of the Finnish Companies Act.

Information on the General Meeting required by the Finnish Companies Act and the Securities Markets Act is available on this website.

It is also possible for shareholders, who are entitled to attend and who have registered to attend the Annual General Meeting, to follow the Annual General Meeting via a webcast. Instructions for following the webcast are available on this website under “Documents of the Annual General Meeting”. Log in to the webcast at: https://web.lumiagm.com/140320688, using the username and password, which have been sent to the email address given in the registration to the AGM. 

It is not possible to ask questions, make counterproposals, otherwise address the meeting, or vote via the webcast, and following the meeting via the webcast is not considered participation in the Annual General Meeting or exercise of shareholders' rights.

On the date of this notice, the total number of shares in the Company and votes represented by such shares is 127,036,531. On the date of this notice the Company and its subsidiaries hold a total of 488,536 of the Company’s own shares that are not entitled to vote at the General Meeting.

Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the General Meeting.