2.4.2025 11:50:00 EEST | Taaleri Oyj | Decisions of general meeting

TAALERI PLC                   STOCK EXCHANGE RELEASE   2 APRIL 2025 AT 11:50 (EEST)

Decisions of Taaleri Plc's Annual General Meeting 2025

Decisions of Taaleri Plc's Annual General Meeting

Taaleri Plc's Annual General Meeting was held today in Helsinki. The General Meeting adopted the financial statements for the 2024 financial period, granted the members of the Board of Directors and CEO discharge from liability and approved Remuneration Report for Governing Bodies.

Deciding on dividend distribution

The General Meeting decided according to the proposal of the Board of Directors that a dividend of EUR 0.50 per share be paid based on the balance sheet adopted for the financial year ended 31 December 2024.

The first instalment of the dividend, amounting to EUR 0.25 per share, be paid to shareholders who are registered in the shareholder register maintained by Euroclear Finland Oy on the dividend record date of 4 April 2025. The first instalment of the dividend be paid on 11 April 2025.

The second instalment of the dividend, amounting to EUR 0.25 per share, be paid to shareholders who are registered in the shareholder register maintained by Euroclear Finland Oy on the dividend record date of 3 October 2025. The second instalment of the dividend be paid on 10 October 2025.

Deciding on the remuneration of the board members

The General Meeting decided that the members of the Board of Directors be paid monthly remuneration as follows:

• EUR 7,500 for the Chairperson of the Board (2024: EUR 6,000)
• EUR 5,300 for the Vice-Chairperson of the Board (2024: EUR 5,000)
• EUR 5,300 for the Chairperson of the Audit Committee (2024: EUR 5,000)
• EUR 4,200 for other members of the Board of Directors (2024: EUR 4,000)

The General Meeting decided that meeting-specific fees will not be paid (2024: meeting-specific fees were not paid).

The remuneration will cover the entire term of office and committee work.

The General Meeting decided additionally that for a meeting of the Board of Directors and Committee held in a place other than the home location of the Board member, travel and accommodation expenses will be paid according to the invoice.

Deciding on the number and members of the board

The General Meeting decided that the number of members of the Board of Directors be set as six (6).

The General Meeting re-elected the following current members of the Board of Directors, Elina Björklund, Juhani Bonsdorff, Petri Castrén, Juhani Elomaa, Leif Frilund and Hanna Maria Sievinen.

The members of the Board of Directors were elected for a term expiring at the close of the next Annual General Meeting.

Electing the Chairperson and Vice-Chairperson of the Board of Directors

The General Meeting decided to elect Juhani Elomaa as the Chairperson of the Board of Directors and Hanna Maria Sievinen as Vice-Chairperson of the Board of Directors.

Selecting the auditor and deciding on the auditor's remuneration

The General Meeting decided that Ernst & Young Oy, a firm of authorised public accounts, be re-elected as the company's auditor for a term ending at the close of the next Annual General Meeting. Ernst & Young Oy has informed that Johanna Winqvist-Ilkka, Authorised Public Accountant, will act as the auditor with principal responsibility.

The General Meeting decided that the fee of the auditor will be paid against invoices approved by the Audit Committee.

Electing the sustainability reporting assurer and deciding on the assurer’s remuneration

The General Meeting decided that the sustainability audit firm Ernst & Young Oy be elected as the company's company’s sustainability reporting assurer for a term ending at the close of the next Annual General Meeting. Ernst & Young Oy has informed that Authorised Public Accountant, Authorised Sustainability Auditor Johanna Winqvist-Ilkka, will act as the principally responsible sustainability reporting assurer.

The General Meeting decided that the fee of the sustainability reporting assurer will be paid against invoices approved by the Audit Committee.

Authorising the Board of Directors to decide on the purchase of the company's treasury shares

The General Meeting decided to authorise the Board of Directors to decide on the purchase of the company's own shares using assets belonging to unrestricted equity on the following conditions:

Up to 2,000,000 shares may be purchased, corresponding to 7.09 per cent of all the company's shares. The purchase may be made in one or more instalments.

The purchase price per share shall be the price given on the Helsinki Stock Exchange or another market-based price.

The shares may be acquired to develop the company's capital structure, to finance or implement corporate acquisitions, investments or other arrangements related to the company's business operations, to be used as part of the company's incentive scheme, or to be cancelled if justified from the point of view of the company and its shareholders.

The authorisation issued includes the right to decide whether the shares will be acquired in a private placement or in proportion to the shares owned by shareholders. The acquisition may take place through private placement only if there is a weighty financial reason for it from the company's perspective.

The Board of Directors has the right to decide on other matters concerning the purchase of shares.

This authorisation is effective for 18 months from the date of the close of the Annual General Meeting.

This authorisation cancels the authorisation to purchase the company's own shares issued at the General Meeting of 10 April 2024.

Authorising the Board of Directors to decide on share issue and the issuance of option rights and other special rights entitling to shares

The General Meeting decided to authorise the Board of Directors to decide on the issue of new shares and the assignment of treasury shares in the possession of the company and/or the issuance of option rights or other special rights entitling to shares, as referred to in Chapter 10, Section 1 of the Finnish Companies Act, on the following terms:

The Board of Directors may, pursuant to authorisation, issue new shares and assign treasury shares in the possession of the company up to a maximum of 2,500,000 shares, corresponding to 8.87 per cent of all the company's shares.

The new shares may be issued and the treasury shares possessed by the company may be assigned and/or option rights or other special rights entitling to shares may be issued to the company's shareholders in proportion to their ownership of shares or deviating from the shareholder's pre-emptive subscription right in a private placement, if there is a weighty financial reason for it from the point of view of the company, such as using the shares as consideration in potential corporate acquisitions or other arrangements that are part of the company's business operations, or to finance investments or as part of the company's incentive scheme.

The Board of Directors may also decide on a free-of-charge share issue to the company itself.

The new shares and/or option rights or other special rights entitling to shares may be issued and the shares possessed by the company may be assigned either against payment or without payment. A private placement may only be without payment if there is an especially weighty reason for it from the point of view of the company and taking into account the benefit of all its shareholders.

The Board of Directors will decide on all other factors related to share issues and the assignment of shares and decide on all terms and conditions of the option rights and other special rights entitling to shares.

The authorisation is valid until the end of the next Annual General Meeting, however no longer than 30 June 2026.

This authorisation cancels the authorisation regarding the share issue issued at the General Meeting on 10 April 2024.

Authorising the Board of Directors to decide on charitable donations

The General Meeting decided to authorise the Board of Directors to decide on one or more donations for charitable or similar purposes up to a total value of EUR 50,000, and to decide on the recipients, purposes and other terms of the contributions.

The authorisation is valid until the end of the next Annual General Meeting.

Taaleri Plc 
Board of Directors

For further information: 
Pasi Erlin, General Counsel, Taaleri Plc, tel. +358 40 057 1113, pasi.erlin@taaleri.com

Distribution:
Nasdaq Helsinki
Principal media
www.taaleri.com

Taaleri in brief

Taaleri is a Nordic investment and asset manager that focuses on businesses with industrial-scale opportunities within bioindustry and renewable energy. We create value by combining extensive know-how, deep expertise, entrepreneurship and capital through both funds under management and direct investments. We have been a signatory of the UN Principles for Responsible Investment (PRI) since 2010, and we joined the Net Zero Asset Managers initiative in 2021. Taaleri’s vision is to become a leading investment manager operating internationally in bioindustry and renewable energy.

Taaleri has two business segments: Private Asset Management and Garantia. Private Asset Management consists of bioindustry, renewable energy and real estate businesses. The Garantia segment consists of Garantia Insurance Company.

Taaleri has EUR 2.7 bn of assets under management in its private equity funds and co-investments. The company has approximately 130 employees. Taaleri Plc is listed on Nasdaq Helsinki.

www.taaleri.com

Linda Tierala, Head of Investor Relations, Communications and Sustainability, +358 40 571 7895, linda.tierala@taaleri.com