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Wetteri Plc notice of the Annual General Meeting

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Wetteri Plc Stock Exchange Release 30 April 2024 at 12.00 EET

The shareholders of Wetteri Plc are invited to the Annual General Meeting to be held on 22 May 2024 beginning at 16:15 EEST, at the company’s premises in Oulu, at Äimäkuja 2-3, 90400 Oulu. Reception of shareholders who have registered for the meeting will start at 15:30 EEST at the meeting venue.

Shareholders can also exercise their voting rights by voting in advance, and it is possible to follow the General Meeting via webcast. Instructions for advance voting and how to follow the webcast are set out in Part C of this notice to General Meeting. Webcast begins on 22 May 2024 at 16:00 EEST. It is not possible to ask questions, make counterproposals or vote via webcast. Following the meeting via webcast shall not be considered as participation in the General Meeting or as the exercise of shareholders’ rights.

  1. Matters to be discussed at the General Meeting

The General Meeting will discuss the following matters:

  1. Opening the meeting
  2. Matters of order for the meeting
  3. Election of the persons to scrutinize the minutes and to supervise the counting of votes
  4. Recording the legal convening of the meeting and quorum
  5. Establishment of the persons present and confirmation of the voting list
  6. Presentation of the financial statements, the annual report and the auditor’s report to financial year 1.1.-31.12.2023
  7. Adoption of the financial statements, the income statement and the balance sheet
  8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend

The board of Directors proposes that no dividend from the financial year ending on December 31, 2023, is distributed.

  1. Resolution on the discharge of the Members of the Board of Directors and CEO from liability
  2. Discussion of the remuneration report for Governing Bodies

The remuneration report for Governing Bodies is available on the company's website at https://sijoittajat.wetteri.fi/en/governance/remuneration/ from 30 April 2024.

  1. Resolution on the remuneration of the members of the Board of Directors

The Shareholder’s Nomination Committee proposes to the General Meeting that the Members of the Board be paid 3000 euros per month and the chairman of the board 5500 euros per month. No separate meeting fee would be paid. It is proposed that the travel expenses of the Members of the Board be compensated in accordance with the company travel regulations. A meeting fee for the membership of the committees is proposed: 500 euros for the chairman of the committee and 300 euros for the committee member.

  1. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Committee proposes to the General Meeting that six (6) members be elected to the Board of Directors.

  1. Election of the members of the Board of Directors

The Shareholders’ Nomination Committee proposes to the General Meeting that the following persons be re-elected as the members of the Board of Directors: Markku Kankaala, Martti Haapala, Mikael Malmsten, Satu Mehtälä, Hannu Pärssinen ja Aarne Simula.

  1. Resolution on the remuneration of the auditor

The Board of Directors proposes that the Auditor’s remuneration be paid according to a reasonable invoice approved by the company.

  1. Election of the auditor

The Board of directors proposes that PricewaterhouseCoopers Oy be re-elected as the auditor and that the auditor in charge would be KHT Sami Posti.

  1. Resolution on the remuneration of the sustainability reporting assurer

The Board of directors proposes that the sustainability reporting assurer be paid according to a reasonable invoice approved by the company.

  1. Election of the sustainability reporting assurer

The Board of directors proposes that PricewaterhouseCoopers Oy be elected as the sustainability reporting assurer and that the key sustainability partner would be KHT, KRT Tiina Puukkoniemi.

  1. Authorizing the Board of Directors to decide on a share issue and granting option rights and other rights entitling to shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on a share issue, including the right to issue new shares or transfer treasury shares, as well as to grant option rights and other special rights entitling shares.

Under the authorization, shares could be issued in one or more tranches for a total of up to 70,000,000 new shares or treasury shares, corresponding to approximately 44,5 percent of the company's current shares. The board would be authorized to decide on share issues as well as the granting of option rights and other special rights entitling to shares, and their terms. The Board of Directors could use the authorization, for example, to finance and facilitate corporate and business transactions or other business arrangements and investments, or to incentivize or commit personnel. The Board of Directors proposes that, based on the authorization, the board may decide on share issue both against payment (share issue against payment) and free of charge (share issue without payment). Other consideration than cash could also be used as payment of the subscription price. The authorization would include the right to derogate from the shareholders' pre-emption rights as provided for in the Finnish Limited Liability Companies Act if the conditions specified therein are met.

The Board of Directors proposes that the authorization supersedes earlier ones and that it be valid for one year from the decision of the General Meeting.

  1. Closing the meeting
  1. Documents of the General Meeting

The above-mentioned proposals for resolutions on the agenda of the General Meeting, Wetteri Plc’s financial statements, annual report and this notice are available on Wetteri Plc’s website at https://sijoittajat.wetteri.fi/en/governance/general-meeting/ by 30 April 2024. Copies of these documents and this notice will be sent to shareholders upon request.

The minutes of the General Meeting will be available on the above-mentioned website from June 4, 2024.

  1. Instructions for meeting participants
    1. The right to participate

Shareholders who are registered in the shareholders’ register of Euroclear Finland Oy on the record date of the General Meeting 10 May 2024. A shareholder, whose shares are registered on their Finnish book-entry account is automatically registered in the register of shareholders of the Company.

  1. Registration

A shareholder who is registered in the shareholders’ register of the Company and wishes to participate in the General Meeting shall register for the meeting between 1 May 2024, at 10:00 EEST, and 12 May 2024, at 16:00 EEST. Registration for the General Meeting can be made:

a) Through the website at https://sijoittajat.wetteri.fi/en/governance/general-meeting/

Online registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish or Danish bank ID, or a mobile certificate.

b) by mail or by e-mail. Shareholders registering  by mail or e-mail shall submit the registration form available on the company’s website at https://sijoittajat.wetteri.fi/en/governance/general-meeting/  or equivalent information to Innovatics Oy, by mail at Innovatics Oy General Meeting / Wetteri Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail at agm@innovatics.fi

The registration must be received by the time the registration ends. When registering, the shareholders must provide the requested information, such as their name, date of birth or business identity code, address, telephone number, address as well as the name of a possible assistant, legal representative or proxy and date of birth of legal representative or proxy. The personal data provided by shareholders will only be used in connection with the General Meeting and the processing of the necessary registrations related thereto.

The shareholder and their representative or proxy must be able to prove their identity and/or right of representation at the meeting.

Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 to 12:00 and from 13:00 to 16:00.

  1. Proxy representatives and powers of attorney

A shareholder may attend the General Meeting and exercise their rights at the Meeting through a proxy representative. A shareholder's proxy may also elect to vote in advance as described in this notice if they so wish. The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which they will be able to register and vote in advance on behalf of the shareholder, who they represent. The shareholder's proxy must present dated proxy documents, or otherwise in a reliable manner prove that they are entitled to represent the shareholder at the General Meeting. Proving the right to represent can be done by using the suomi.fi e-authorizations service available in the electronic registration service.

Model proxy documents and voting instructions are available on the company's website https://sijoittajat.wetteri.fi/en/governance/general-meeting/ . If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.

Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Wetteri Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy shall register for the General Meeting in the manner described above in this notice.

  1. Shareholders with nominee-registered holdings

Shareholders with nominee-registered holdings are entitled to attend the General Meeting on the basis of shares held on the record date for the General meeting 10 May 2024. Participation also requires that the shareholder is temporarily registered in the shareholders’ register held by Euroclear Finland Oy by 17 May 2024 by 10:00 EEST at the latest. This is considered as registration for the General Meeting for the nominee-registered shares. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s voting rights.

A holder of nominee-registered shares is advised to request the necessary instructions from their custodian bank regarding temporary registration in the register of shareholders, the issuing of proxy documents and voting instructions, registration, and attendance at the General Meeting well in advance. The account manager of the custodian bank shall temporarily register the holder of nominee-registered shares who wishes to attend the General Meeting in the register of shareholders of the company by the aforementioned date and time at the latest.

  1. Advance voting

A shareholder whose shares in the company are registered in their personal Finnish book-entry account may vote in advance between 1 May 2024, and 12 May 2024, at 16:00 EEST by following means:

a) via the Company’s website at https://sijoittajat.wetteri.fi/en/governance/general-meeting/ . Login to the service is done in the same way as for registration in section C.2. of this notice.

b) by mail or by e-mail by submitting the advance voting form available on the company’s website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Wetteri Plc, Ratamestarinkatu  13 A, FI-00520 Helsinki or by e-mail at agm@innovatics.fi. Advance votes must be received by the time the advance voting ends. In addition to advance voting, the shareholder shall ensure registration for the General Meeting before the end of the registration period.

A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Finnish Limited Liability Companies Act unless they attend the General Meeting in person or by proxy at the meeting venue.

With respect to nominee registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by them during the registration period set for the nominee-registered shares.

Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes. The terms and conditions of the electronic advance voting and other instructions are available on the company’s website at https://sijoittajat.wetteri.fi/en/governance/general-meeting/ .

  1. Following the General Meeting via webcast

Shareholders have the opportunity to follow the General Meeting online via webcast. Following the General Meeting by webcast is not considered participating in the General Meeting, nor is it possible via webcast to exercise the right to request information pursuant to the Finnish Limited Liability Companies Act or other shareholders rights at the General Meeting.

In order to be able to follow the meeting via webcast, the shareholder shall register to follow the video stream on the company’s website at https://sijoittajat.wetteri.fi/en/governance/general-meeting/ by 15 May 2024.

  1. Other instructions and information

The General Meeting will be held in Finnish.

Shareholders present at the General Meeting have a right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of Finnish Limited Liability Companies Act.

On the date of the notice to the General Meeting, Wetteri Plc has a total of 157 149 545 shares and votes.

In Oulu, on 30 April 2024

Wetteri Plc

Board of Directors

 

 

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