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Framery Group Plc | Stock Exchange Release | March 31, 2026 at 10:30:00 EEST
NOTICE TO FRAMERY GROUP PLC’S ANNUAL GENERAL MEETING
Notice is given to the shareholders of Framery Group Plc (the “Company”) of the Annual General Meeting (the “General Meeting”) to be held on Monday 27 April 2026 at 2:00 p.m. (EEST) at Tampere Hall, conference room Duetto 1, Yliopistonkatu 55, FI-33100 Tampere. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 1:00 p.m. (EEST).
Shareholders may also exercise their right to vote by voting in advance. In addition, the shareholders who have registered for the General Meeting can follow the General Meeting via a webcast. Instructions for advance voting and on following the webcast are presented in section C of this notice.
A. Matters on the agenda of the General Meeting
At the General Meeting, 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 adoption of the list of votes
6 Presentation of the financial statements, consolidated financial statements, the report of the Board of Directors, the auditor’s report and the sustainability reporting assurance report for the year 2025
Review by the CEO.
The Company’s financial statements, consolidated financial statements, the report of the Board of Directors (including the sustainability report), the auditor’s report, and the sustainability reporting assurance report are available on the Company’s website at https://framery.com/agm-2026.
7 Adoption of the financial statements and the consolidated financial statements
8 Resolution on the use of profit shown on the balance sheet and the distribution of funds
The Board of Directors proposes to the General Meeting that a dividend of EUR 0.23 per share be paid for the financial year 2025. The dividend shall be paid in one instalment to a shareholder who on the dividend record date 29 April 2026 is registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The Board of Directors proposes that the dividend be paid on 7 May 2026.
9 Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10 Consideration of the remuneration report for governing bodies
The Board of Directors proposes that the General Meeting approves the Company’s remuneration report for governing bodies for the year 2025. The resolution of the General Meeting on the remuneration report is advisory.
The remuneration report is available on the Company’s website at https://framery.com/agm-2026.
11 Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board (the “Nomination Board”) proposes to the General Meeting that the remuneration for the members of the Board of Directors remains at the level effective since 1 December 2025. The remuneration is proposed as follows:
• The Chair of the Board of Directors is paid EUR 6,000 per month
• Each member of the Board of Directors is paid EUR 4,000 per month, and
• No board remuneration is paid to the representatives of Vaaka Partners Oy.
The fees are paid semi-annually. The board fees for December 2025 have been paid by Framery Group Plc.
The Nomination Board further proposes that the members of the Board of Directors be paid a separate meeting fee of EUR 4,000 for meetings held on a different continent than the member’s home country, provided that the member travels to the meeting outside their home country. In other cases, no separate meeting fees are paid.
Reasonable travel expenses and other costs incurred by the Chair and the members of the Board of Directors will be reimbursed against receipts in accordance with the company’s travel policy.
12 Resolution on the number of members of the Board of Directors
The Nomination Board proposes to the General Meeting that the number of members of the Board of Directors shall be six.
13 Election of the members of the Board of Directors
The Nomination Board proposes to the General Meeting that the current members of the Board of Directors, Mika Sutinen, Timo Toikkanen, Gregory Bylsma, Ville Koskenvuo, and Pipsa Loimijoki be re-elected for a term beginning at the close of the Annual General Meeting and ending at the close of the next Annual General Meeting.
In addition, the Nomination Board proposes that Susan Repo be elected as a new member of the Board of Directors. Ms. Repo, b. 1967, is an experienced international board professional and corporate executive with an exceptionally strong background in leadership roles within global technology and growth companies in Silicon Valley and Europe.
The Nomination Board also recommends that the Board of Directors would elect Mika Sutinen as its Chair and Ville Koskenvuo as its Deputy Chair.
All proposed persons have given their consent to the appointment. All proposed members are independent of the company and its major shareholders, with the exception of the representatives of Vaaka Partners Oy, Ville Koskenvuo and Pipsa Loimijoki, who are not independent of the company’s major shareholder.
The Nomination Board has considered the composition of the Board of Directors in terms of its overall structure, as well as the individual members’ versatile and mutually complementary professional expertise and experience. The Nomination Board therefore recommends that the Board of Directors be elected as a whole.
The current members of the Board of Directors proposed to be re-elected have been presented on the Company’s website at https://framery.com/sijoittajat/en/governance/ and the CV of the proposed new member is available at https://framery.com/agm-2026.
14 Resolution on the remuneration of the auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that the remuneration of the auditor be paid according to invoices approved by the Company.
15 Election of the auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that Ernst & Young Oy, Authorised Public Accountants, be re-elected as the Company’s auditor for a term that ends at the close of the next Annual General Meeting. Ernst & Young Oy has informed the Company that APA Juha Hilmola would act as the principal auditor.
16 Resolution on the remuneration of the sustainability reporting assurance provider
On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that the remuneration of the statutory sustainability reporting assurance provider be paid according to invoices approved by the Company.
17 Election of the sustainability reporting assurance provider
On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that Ernst & Young Oy, Authorised Sustainability Audit Firm, be re-elected as the Company’s statutory sustainability reporting assurance provider for a term that ends at the close of the next Annual General Meeting. Ernst & Young Oy has informed the Company that APA, ASA Juha Hilmola would act as the principal sustainability auditor.
18 Authorising the Board of Directors to resolve on the repurchase of the Company’s own shares
The Board of Directors proposes that the General Meeting authorise the Board of Directors to resolve on the repurchase of the Company’s own shares in one or several tranches. The maximum number of shares to be repurchased by virtue of the authorisation shall be 7,500,000 shares, which corresponds to approximately 9.5 percent of all shares in the Company. Based on the authorisation, the Company’s own shares may be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The Company’s own shares may be repurchased using the unrestricted equity of the Company at a price formed in public trading on the date of the repurchase or at a price otherwise formed on the market. The Board of Directors shall resolve how the own shares will be repurchased.
The Company’s own shares may be repurchased to be used for the purpose of developing the Company’s capital structure, financing or implementing corporate acquisitions or other corporate arrangements, rewarding or committing key persons of the Company, or for other purposes decided by the Board of Directors.
The Board of Directors shall resolve on all other terms related to the repurchasing of the Company’s own shares.
The authorisation is valid until the close of the next Annual General Meeting, but no longer than until 30 June 2027. The authorisation shall revoke previous unused authorisations for the repurchase of the Company’s own shares.
19 Authorising the Board of Directors to resolve on the issuance of shares and special rights entitling to shares
The Board of Directors proposes that the General Meeting authorise the Board of Directors to resolve on the issuance of shares and special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act in one or several instalments. The maximum number of shares to be issued by virtue of the authorisation shall be 7,500,000, which corresponds to approximately 9.5 percent of all shares in the Company. The issuance of shares may be carried out by offering new shares or by transferring treasury shares held by the Company. Based on the authorisation, the Board of Directors may also resolve on a directed share issue in deviation from the shareholders’ pre-emptive rights and on the granting of special rights subject to the conditions mentioned in the Finnish Companies Act. The new shares and treasury shares may be issued for consideration or without consideration.
The Board of Directors shall resolve on all other terms of the issuance of shares and special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act. The authorisation may, for example, be used for the purpose of developing the Company’s capital structure, financing or implementing corporate acquisitions or other corporate arrangements, rewarding or committing key persons of the Company, or for other purposes decided by the Board of Directors.
The authorisation is valid until the close of the next Annual General Meeting, but no longer than until 30 June 2027. The authorisation shall revoke previous unused share issue authorisations.
20 Closing of the meeting
B. Documents of the General Meeting
This notice, which includes all the proposals for resolutions on the matters on the agenda of the General Meeting, is available on the Company’s website at https://framery.com/agm-2026. The Company’s financial statements, consolidated financial statements, the report of the Board of Directors, the auditor’s report, the sustainability reporting assurance report and the remuneration report for governing bodies for the year 2025, as well as the remuneration policy, are also available on the above-mentioned website. The proposals for resolutions and the other above-mentioned documents will also be available at the meeting venue. A copy of these documents will be sent to shareholders upon request.
The minutes of the General Meeting will be available on the above-mentioned website as from 11 May 2026 at the latest.
C. Instructions for the participants in the General Meeting
1 Shareholders registered in the shareholders’ register
Each shareholder, who is registered in the shareholders’ register of the Company held by Euroclear Finland Oy on the record date of the General Meeting, on 15 April 2026, has the right to participate in the General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account, is registered in the shareholders’ register of the Company. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting nor the shareholder’s number of votes.
A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting, shall register for the meeting no later than on 20 April 2026 at 4:00 p.m. (EEST) by giving a prior notice of participation. The notice must be received before the end of the registration period. Registration for the General Meeting will commence on 1 April 2026 at 9:00 a.m. (EEST):
(a) on the Company’s website at https://framery.com/agm-2026
Electronic registration requires strong authentication of the shareholder or their legal representative or proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
(b) by e-mail to agm@innovatics.fi or by mail to the address Innovatics Ltd, General Meeting / Framery Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki.
Shareholders registering by e-mail or mail shall submit the registration form and advance voting form (if any) available on the Company’s website https://framery.com/agm-2026 or equivalent information.
In connection with the registration, the requested information must be provided, such as the shareholder’s name, date of birth or business identity code, address and contact details as well as the name of any assistant or proxy representative, the date of birth of a proxy representative, and the phone number and/or e-mail address of the proxy representative. Any personal data provided by shareholders to the Company or Innovatics Ltd will only be used in connection with the General Meeting and with the processing of related registrations.
The shareholder, their proxy representative or legal representative, if any, shall, to the extent necessary, be able to prove their identity and/or right of representation at the meeting venue.
Further information on registration is available by telephone during the registration period of the General Meeting by calling Innovatics Ltd at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m. to 4:00 p.m.
2 Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares based on which they on the record date of the General Meeting, 15 April 2026, would be entitled to be registered in the shareholders’ register held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholders’ register held by Euroclear Finland Oy at the latest by 22 April 2026 at 10:00 a.m. (EEST). As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting nor the shareholder’s number of votes.
A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding temporary registration in the shareholders’ register of the Company, the issuing of proxy documents, registration for the General Meeting as well as advance voting from their custodian bank.
The account management organisation of the custodian bank shall temporarily register the holder of the nominee-registered shares who wishes to participate in the General Meeting into the shareholders’ register of the Company by the time stated above at the latest as well as take care of advance voting on behalf of the nominee-registered shareholder prior to the expiry of the registration period for nominee-registered shareholders.
3 Proxy representatives and powers of attorney
A shareholder who has registered for the meeting may participate in and exercise their rights at the General Meeting by way of proxy representation. Shareholders’ proxy representative may also vote in advance in the manner described in this notice. A proxy representative must use their personal strong electronic authentication when registering through the electronic registration service for the meeting and advance voting, after which they can register for the General Meeting on behalf of the represented shareholder.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. The right to represent may be demonstrated by using the suomi.fi authorisation service available on Innovatics Ltd’s registration service. More information is available at www.suomi.fi/e-authorizations.
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 for the General Meeting.
A proxy and voting instruction template are available on the Company’s website at https://framery.com/agm-2026. Possible proxy documents should be delivered primarily as an attachment in connection with the electronic registration, by e-mail to agm@innovatics.fi or by mail addressed to Innovatics Ltd, General Meeting / Framery Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, before the expiry of the registration period. In addition to delivering the proxy documents, the shareholder or their proxy representative shall take care of the registration for the General Meeting in the manner described in this notice.
4 Advance voting
Shareholders with a Finnish book-entry account may vote in advance on certain matters on the agenda of the General Meeting during the period from 1 April 2026 at 9:00 a.m. (EEST) until 20 April 2026 at 4:00 p.m. (EEST).
A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the General Meeting or vote on a possible counterproposal only if they are present at the General Meeting by themselves or by proxy.
Advance voting can take place:
(a) on the Company’s website at https://framery.com/agm-2026
Electronic registration and advance voting require strong authentication of the shareholder or their legal representative or proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
(c) by e-mail or mail
A shareholder may submit the registration and advance voting form available on the Company’s website or equivalent information by e-mail to Innovatics Ltd at agm@innovatics.fi or by mail to the address Innovatics Ltd, General Meeting / Framery Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki.
If a shareholder participates in the General Meeting by voting in advance, submission of the votes before the end of the registration and advance voting period constitutes due registration for the General Meeting, provided that they contain the above-mentioned information required for the registration.
With regards to holders of nominee-registered shares, the advance voting is performed via the account management organisation. The account management organisation may vote in advance on behalf of the holders of nominee-registered shares it represents, in accordance with the voting instructions provided by them, during the registration period for holders of nominee-registered shares.
A proposal subject to advance voting is deemed to have been presented unchanged at the General Meeting.
5 Other instructions and information
The language of the meeting will be Finnish.
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 meeting in accordance with Chapter 5, Section 25 of the Finnish Companies Act.
The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the General Meeting online via a webcast. Detailed instructions on following the webcast will be available on the Company’s website at https://framery.com/agm-2026 before the General Meeting. Shareholders are advised to note that it is not possible to ask questions, make counterproposals or otherwise use the right to speak or vote via webcast, nor is following the meeting via webcast considered as participation in the General Meeting or exercising of shareholders’ rights. Shareholders that wish to follow the webcast can exercise their voting rights by voting on the matters on the agenda in advance in accordance with the instructions provided above.
On the date of this notice, 31 March 2026, the total number of shares and votes in the Framery Group Plc is 79,148,831. The company does not hold any treasury shares.
In Tampere, 31 March 2026
FRAMERY GROUP PLC
Board of Directors