Annual General Meeting 2023

The Annual General Meeting of Fondia Plc was held onThursday 23 March 2023 at 11.00 a.m. in Helsinki. The Annual General Meeting approved the company's financial statements and granted discharge to the members of the Board of Directors and the President and CEO for the financial period 1.1.-31.12.2022. In addition, the Annual General Meeting approved the amendment to the Articles of Association enabling remote meetings and approved the remuneration report of the company's bodies for 2022 on an advisory basis.

The General Meeting decided, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0.30 per share from the distributable assets of the parent company. The dividend will be paid to shareholders who, on the record date for the dividend payment on 27 March 2023, are registered in the shareholders' register of the company kept by Euroclear Finland Ltd. The dividend will be paid from 3 April 2023.

The number of members of the Board of Directors was set at six (6). Johan Hammarén, Timo Lappi, Katariina Lindholm, Juha Sarsama, Krista Siljander and Charlotte Darth were re-elected as members of the Board of Directors. The term of office of the Board members will expire at the end of the next Annual General Meeting. The AGM decided that the following remuneration will be paid to the members of the Board of Directors: the Chairman of the Board of Directors EUR 3,500 per month and the other members of the Board of Directors EUR 2,000 per month each. Travel expenses will be reimbursed in accordance with the maximum amount of the current travel allowance base set by the Tax Administration.

The AGM decided that the company's auditor will be re-elected Revico Grant Thornton Oy, which has announced that Peter Åhman, Authorized Public Accountant, will continue as the principal auditor.

The AGM decided to authorise the Board of Directors to decide on the acquisition of the company's own shares. The total number of own shares to be repurchased under this authorisation does not exceed 300 000 shares, which corresponds to approximately 7.6% of the current total number of shares in the company. However, the Company, together with its subsidiaries, may not own and/or pledge more than 10% of all the shares in the Company at any time. Under the authorisation, own shares may only be acquired with free equity. Treasury shares may be acquired at the price prevailing in multilateral trading on the day of acquisition or at any other market price. Shares may also be acquired in the open market at a price not exceeding the market price in the open market at the time of acquisition. The Board of Directors decides how the shares are to be acquired. Treasury shares may be acquired otherwise than in proportion to the shares held by the shareholders (directed acquisition) if there is a weighty economic reason for the company to do so in accordance with Chapter 15, Section 6 of the Companies Act. Own shares may be acquired for the purpose of developing the company's capital structure, for the purpose of transferring them for the financing or implementation of possible acquisitions, investments or other arrangements relating to the company's business, for use in the company's incentive schemes or otherwise for further transfer, retention or cancellation. The authorisation cancels the authorisation granted by the Annual General Meeting of 24 March 2022. The authorisation is valid until the next Annual General Meeting, but not later than 30 June 2024.

The AGM resolved to authorise the Board of Directors to decide on the share issue and on the issue of option rights and other special rights entitling to shares within the meaning of Chapter 10, Section 1 of the Companies Act in one or more tranches. Based on the authorisation, a maximum of 390 000 shares (including shares to be issued on the basis of special rights) may be issued, which corresponds to approximately 9.9% of the current number of all shares in the company. The Board of Directors will decide on the terms and conditions of the share issue and the issue of warrants and other special rights entitling to shares. Under the authorisation, both new shares and shares held by the company may be issued. New shares may be issued and shares held by the company may be transferred either against payment or free of charge. The issue and transfer of shares, option rights and other special rights entitling to shares may be effected by way of derogation from the shareholders' pre-emptive subscription rights (directed issue) if there are weighty economic reasons from the company's point of view, such as the use of the shares for the purpose of developing the company's capital structure, for possible acquisitions, investments or other arrangements relating to the company's business or for the implementation of the company's commitment and incentive schemes. The Board of Directors may also decide on a share issue free of charge to the company itself. This authorisation cancels the authorisation granted by the Annual General Meeting of 24 March 2022. The authorisation is valid until the next Annual General Meeting, but not later than 30 June 2024.