Notice of Loihde Plc’s Extraordinary General Meeting
7.11.2025 15:30:01 EET | Loihde Oyj | Notice to general meeting
Notice is given to the shareholders of Loihde Plc of the Extraordinary General Meeting (below EGM) to be held on Thursday, 4 December 2025 at 2:00 p.m. (EET) at Frami B, Kampusranta 9, 60320 Seinäjoki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at the meeting venue at 1:00 p.m.
Shareholders can also exercise their voting rights by voting in advance. Shareholders have the opportunity to follow a webcast of the EGM as well. Instructions on how to vote in advance and how to follow the EGM webcast are available in section C of this notice and on the company's website at www.loihde.com/agm. The webcast is estimated to start at 2:00 p.m. on the date of the meeting, 4 December 2025. It is not possible to pose questions, make proposals or vote via webcast. Following the webcast is not considered as participating in the EGM, nor is it considered as exercising one’s rights as a shareholder at the EGM.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the EGM, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adopting the list of votes
6. Review by the CEO
The CEO will give an overview of the arrangement concerning the acquisition of BLC Turva Oy.
7. Authorising the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the EGM authorises the Board to decide on the issuance of shares in one or more tranches in accordance with the following terms and conditions:
- The authorisation concerns issuing new shares (share issue).
- The Board of Directors is authorised to decide on the issuance of a maximum of 692,500 shares, which corresponds to approximately 12.0% of all shares in the company on the date of this notice of the General Meeting.
- The Board of Directors is authorised to decide on to whom and in which order shares are issued. The Board of Directors may decide to issue shares otherwise than in proportion to the shareholdings of the shareholders (directed share issue).
- Based on the authorization, a maximum of 644.000 shares (approximately 11.2% of all shares in the company on the date of this notice) may be issued for subscription to Savonlinnan BLC-Osuuskunta (BLC-Osuuskunta) as consideration for the shares in BLC Turva Oy in accordance with the share purchase agreement between the company and BLC-Osuuskunta on 5 November 2025 (the Share Purchase Agreement). The share subscription price is EUR 11.69 per share, which is based on the Share Purchase Agreement. The shares will be paid by transferring shares in BLC Turva Oy to the company as contribution in kind.
- Based on the authorisation, shares may also be issued for subscription as part of the personnel’s incentive schemes. The total number of shares to be issued in incentive schemes may not exceed 48.500 shares (approximately 0.8% of all shares in the company on the date of this notice).
- The authorisation entitles the Board of Directors to decide on all other terms of the share issue.
- The authorisation of the Board is valid until the end of the next AGM, but until 30 June 2026 at the latest. The authorisation revokes the previous authorisations granted by the AGM to the Board of Directors on 8 May 2025 to the extent that no share issue decisions have been made within the framework of the authorization before the Extraordinary General Meeting.
8. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
This notice of the EGM, which contains all proposals for the decisions on the matters of the EGM is available on the company’s website at www.loihde.com/agm. Other documents that must be kept available to shareholders according to the Companies Act are available on the above-mentioned website on 27 November 2025 at the latest. The above-mentioned documents are also available at the meeting. The minutes of the meeting will be available on the above-mentioned website as of 18 December 2025 at the latest
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholder register
Each shareholder who is registered in Loihde Plc’s shareholder register held by Euroclear Finland Oy on the record date of the EGM, i.e. on 24 November 2025, has the right to participate in the EGM. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholder register of the company.
A shareholder who is registered in the shareholder register of the company and who wants to participate in the EGM shall register for the meeting no later than 28 November 2025 by 4:00 p.m. by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned time. Notice of participation and advance voting start on 10 November 2025 at 10:00 a.m.
Notice of participation can be given:
a) on the company’s website www.loihde.com/agm,
b) by email to osakeasiat@loihde.com or
c) by regular mail to Loihde Plc, EGM, Silmukkatie 6, 65100 Vaasa, FINLAND.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. Registration on the company’s website uses strong authentication with Finnish online banking ID. The personal data given to Loihde Plc or Euroclear Finland Oy is used only in connection with the EGM and the processing of related required registrations.
The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the EGM by virtue of such shares, based on which he/she on the record date of the EGM, i.e. on 24 November 2025, would be entitled to be registered in the shareholder register of the company held by Euroclear Finland Oy. The right to participate in the EGM requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholder register held by Euroclear Finland Oy by 10:00 a.m. on 1 December 2025 at the latest. As regards nominee-registered shares, this constitutes due registration for the EGM. Changes in shareholding after the record date of the EGM do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholder register of the company, the issuing of proxy documents and voting instructions and registration for the EGM from his/her custodian bank. The account operator of the custodian bank has to register a holder of nominee-registered shares who wants to attend the EGM temporarily in the shareholder register of the company by the time stated above at the latest, and, if necessary, ensure to vote in advance on behalf of the shareholder before the deadline for registration regarding holders of nominee-registered shares ends.
3. Proxy representative and powers of attorney
A shareholder may participate in the EGM and exercise his/her rights at the meeting by way of proxy representation.
In addition to producing proxy documents (powers of attorney), the shareholder or his/her proxy shall register for the EGM in the way described in this notice. The duty to register also applies to shareholders that have given so-called long-term powers of attorney or their proxies.
A shareholder’s proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the EGM. When a shareholder participates in the EGM by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the EGM. The form for the proxy document and voting instructions is available on Loihde’s website at www.loihde.com/agm.
The signed proxy document shall be delivered by email to osakeasiat@loihde.com, or by regular mail to Loihde Plc, EGM, Silmukkatie 6, 65100 Vaasa, FINLAND. The proxy document shall be received by the company no later than 28 November 2025 by 4:00 p.m.
A shareholder who is a legal person can instead of the traditional proxy document deliver a proxy document in the online service used for giving notice of participation in the meeting.
A shareholder who is an organisation can also use the Suomi.fi e-authorisation service instead of a traditional proxy document. In this case, the organisation authorises a proxy that they nominate in the Suomi.fi authorisation service at suomi.fi/e-authorizations, using the mandate theme “Representation at the General Meeting”. In connection with Euroclear Finland Oy’s general meeting service, the proxy so authorised must identify himself/herself with strong electronic authentication in connection with the registration, after which the electronic authorisation will be checked automatically. Strong electronic authentication works with online banking ID or mobile certificate. More information is available on the website suomi.fi/e-authorizations.
4. Advance voting
A shareholder who has a Finnish book-entry account may vote in advance on certain items of the agenda of the EGM through the company’s website during the time period starting on 10 November 2025 at 10:00 a.m. and ending on 28 November 2025 at 4:00 p.m.
In order to be able to vote in advance, the shareholder shall first give notice of participation in the EGM.
A shareholder voting in advance will not be able to use his/her right according to the Finnish Limited Liability Companies Act to request information or a vote, unless he/she participates in the EGM on location, in person or by way of proxy representation.
A proxy representative appointed by the shareholder cannot vote in advance on behalf of the shareholder.
For holders of nominee-registered shares, the advance voting occurs via the account operator. The account operator can vote in advance on behalf of the holders of nominee-registered shares that the account operator represents in accordance with their voting instructions before the deadline for registration of nominee-registered shares ends.
A draft resolution that is subject to advance voting is considered to have been presented unchanged at the EGM. The terms and conditions and instructions related to the electronic advance voting can be found on the company’s website at www.loihde.com/agm.
5. Asking questions in advance
Shareholders may ask questions in advance on topics included in the meeting agenda. The questions shall be sent by email to viestinta@loihde.com, and they shall be received by the company by 28 November 2025, at 4:00 p.m. at the latest. The company strives to, if possible, answer the questions at the meeting.
The advance questions are not questions pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act. Questions asked by virtue of the right to request information based on the law shall be asked at the EGM.
6. Following the meeting online via webcast
Shareholders have the opportunity to follow the EGM online via webcast. Following the EGM by webcast is not considered as participating in the EGM, nor is it possible via webcast to exercise the right to request information or other shareholder rights pursuant to the Finnish Limited Liability Companies Act at the EGM.
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 www.loihde.com/agm. Further information and instructions on following the meeting via webcast are available on the company’s website at the above-mentioned address.
7. Other instructions and information
Pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the EGM has the right to request information with respect to the matters to be dealt with by the meeting.
Changes in shareholding after the record date of the AGM do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
On the date of this notice of the General Meeting, 7 November 2025, the total number of shares in Loihde Plc and votes represented by such shares are 5,747,039 shares and votes. On the date of this notice, Loihde Plc's subsidiary Loihde Trust Ltd holds 400 shares of Loihde Plc.
7 November 2025
LOIHDE PLC
Board of Directors