Anora Group Plc: Notice of the Annual General Meeting 2023

Anora Group Plc     Stock Exchange Release on 23 March 2023 at 11.30 (EET)

Anora Group Plc: Notice of the Annual General Meeting 2023

Notice is given to the shareholders of Anora Group Plc of the Annual General Meeting to be held on Wednesday, 19 April 2023 at 12:00 p.m. (EEST) at Scandic Marina Congress Center at the address Katajanokanlaituri 6, FI-00160, Helsinki, Finland. The reception of attendees who have registered for the meeting and the distribution of voting tickets will commence at the meeting venue at 11:00 a.m. (EEST).

Shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting are provided in Section C of this notice (Instructions for the participants in the Annual General Meeting). Shareholders may also follow the meeting via webcast. Instructions for following the webcast will be available on the company's website. It is not possible to ask questions, make counterproposals, otherwise speak, or vote via webcast, and following the meeting via webcast is not considered participation in the Annual General Meeting or exercise of the shareholders rights.

A. Matters on the agenda of the Annual General Meeting

The following matters will be considered at the Annual General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to 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, the Report of the Board of Directors and the Auditor's Report for the year 2022

- Review by the CEO

The Annual Report 2022, including the financial statements of the company, the report of the Board of Directors and the auditor's report are available on the company's website at www.anora.com/en/investors (https://anora.com/en/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2023) no later than on 24 March 2023.

7. Adoption of the Financial Statements

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

According to the Financial Statements on 31 December 2022, the parent company's distributable funds amount to EUR 126 593 446.11, including profit for the period of EUR 38 929 378.22.

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.22 per share be paid for the financial year 2022. The dividend shall be paid in two instalments. The first instalment of EUR 0.11 per share shall be paid to a shareholder who is registered in the shareholders' register of the company held by Euroclear Finland Oy on the record date of the payment, i.e. 21 April 2023, and the second instalment of EUR 0.11 per share shall be paid to a shareholder who is registered in the shareholders' register of the company held by Euroclear Finland Oy on the record date of the payment, i.e. 18 October 2023. The Board of Directors proposes that the company shall pay the dividend instalments on 28 April 2023 and 25 October 2023, respectively.

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide, if necessary, on a new payment record date and a new payment date for the second instalment, if the rules and statues of the Finnish book-entry system change or otherwise so require.

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

10. Adoption of the Remuneration Report for the governing bodies

The Board of Directors proposes to the Annual General Meeting that the Remuneration Report for the governing bodies be adopted. The resolution is advisory in accordance with the Finnish Companies Act.

The Remuneration Report is available on the company's website at www.anora.com/en/investors (https://anora.com/en/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2023) no later than on 24 March 2023.

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

The Shareholders' Nomination Board proposes to the Annual General Meeting that the remuneration to be paid to the Board members elected by the Annual General Meeting will be an annual fee as follows:

• EUR 65,000, Chairperson (current EUR 60 000)
• EUR 46,500, Vice Chairperson (current EUR 45 000)
• EUR 31,000, member (current EUR 30 000)

In addition to these annual fees, the following annual fees are proposed to Board members elected by the Annual General Meeting who are appointed by the Board as members of the Board's permanent Committees:

Audit Committee:

• EUR 10,000, Chairperson (current EUR 10,000)
• EUR 5,000, member (current EUR 5,000)

Human Resources Committee:

• EUR 8,000, Chairperson (current EUR 8,000)
• EUR 4,000, member (current EUR 4,000)

In addition to the annual fees, the Board members elected by the Annual General Meeting would receive a meeting fee for the Board of Directors and Board Committee meetings of EUR 600 (current EUR 600) per meeting and EUR 1,200 (current EUR 1,200) per meeting for members travelling to a meeting outside her/his country of residence. Travel expenses would be reimbursed in accordance with the company's travel policy.

The Shareholders' Nomination Board is of the opinion that shareholding by the Board members in Anora benefit all shareholders. The Shareholders' Nomination Board therefore proposes that part of the annual remuneration may be paid in Anora's shares purchased from the market. A Board member elected by the Annual General Meeting may, at his/her discretion, choose from the following five alternatives:

1.                       no cash 100% in shares

2.                       25% in cash 75% in shares

3.                       50% in cash 50% in shares

4.                       75% in cash 25% in shares

5.                       100% in cash no shares

To the extent fees would be payable in Anora's shares, such shares will be acquired directly on behalf of or otherwise delivered to the Board members after the release of Anora's interim report 1 January-30 September 2023. If the remuneration in shares cannot be delivered at that time due to insider regulation or other justified reasons, the company shall deliver the shares later or pay the remuneration fully in cash. The Shareholders' Nomination Board recommends that the Board members elected by the Annual General Meeting accumulate a shareholding in Anora that exceeds his/her one-time annual remuneration.

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

The Shareholders' Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors would be seven.

13. Election of the members of the Board of Directors

The Shareholders' Nomination Board proposes that the current members Kirsten Ægidius, Michael Holm Johansen, Christer Kjos, Annareetta Lumme-Timonen, Jyrki Mäki-Kala and Torsten Steenholt would be re-elected and that Florence Rollet would be elected as new member of the Board of Directors. The Board members' term of office lasts until the end of the next Annual General Meeting.

Florence Rollet, M.Sc. (Business & Commerce), born 1966, French citizen, has extensive and versatile experience in FMCG and Luxury. She works as Head of the Master of Science program at the Emlyon Business School, and serves as member of the Board of Directors of Arla Food.

The Shareholders' Nomination Board has assessed that Florence Rollet is independent of the company and its significant shareholders.

Current Board members Sanna Suvanto-Harsaae and Ingeborg Flønes have informed that they are not available for re-election to the Board of Directors. Sanna Suvanto-Harsaae has been a member of the Board of Directors of Anora (formerly Altia Plc) since 2013 and Ingeborg Flønes since the completion of Altia's and Arcus' merger in 2021.

With regard to the election procedure for the proposed composition of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the Annual General Meeting. At Anora, the Shareholders' Nomination Board established by the General Meeting of Shareholders is, in line with good corporate governance, separate from the Board of Directors. The Shareholders' Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required level of expertise, knowledge and competence, also pays attention to that the proposed Board of Directors as a whole have a good and balanced diversity and the required competences, and that the composition of the Board of Directors also meets the requirements of the Finnish Corporate Governance Code for listed companies.

Further, the Shareholders' Nomination Board proposes that Michael Holm Johansen would be re-elected as Chairperson and Jyrki Mäki-Kala elected as Vice Chairperson of the Board of Directors.

In addition to the Board members elected by the Annual General Meeting, Anora's employees have, in accordance with the agreement on employee participation between Anora and the special negotiating body of the employees, elected two members and their deputies to the Board of Directors. Arne Larsen (deputy Bjørn Oulie) and Jussi Mikkola (deputy Laura Koivisto) were elected in September 2021 and their term of office lasts until the end of the Annual General Meeting 2024. The Board members elected by Anora's employees receive a meeting fee, as determined by the Board of Directors in accordance with said agreement on employee participation.

The CV's of all persons proposed as members of the Board of Directors and their independence assessments are available on the company's website at www.anora.com/en/investors (https://anora.com/en/investors/governance/general-meeting-of-shareholders/annual-general-meeting-2023).

14. Resolution on the remuneration of the auditor

Upon the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the auditor's fees be paid against an invoice approved by the company.

15. Election of the auditor

Upon the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting, that PricewaterhouseCoopers Oy be re-elected as the company's auditor for a term that ends at the close of the next Annual General Meeting. PricewaterhouseCoopers Oy has informed the company that Authorized Public Accountant Markku Katajisto would act as the auditor in charge.

16. Amendments of the Articles of Association

The Board of Directors proposes that Article 9 of the Articles of Association be amended to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting in addition to the Company's domicile Helsinki. In its amended form, said provision of the Articles of Association would read as follows:

"9. Notice to the general meeting

General Meetings shall be convened by publishing a notice to the meeting on the company's website no...