Taaleri Oyj : Minutes of the meeting (pdf)

TAALERI PLC

MINUTES OF THE MEETING 1/2022

ANNUAL GENERAL MEETING

DATE AND TIME

6 April 2022 at 10:00 am

PLACE

Taaleri Plc, Kasarmikatu 21 B, FI-00130 Helsinki

PRESENT

Taaleri Plc's Board of Directors has decided based on the Act on temporary deviation from the Limited Liability Companies Act (375/2021) ("Temporary Act"), in force from 8 May 2021, that shareholders or their proxy holders are not allowed to enter the meeting venue. Shareholders or their proxy holders may participate in the General Meeting only by voting in advance and submitting counterproposals and asking questions in advance.

The Chairperson of Taaleri Plc's Board of Directors Juhani Elomaa Taaleri Plc's General Counsel Janne Koikkalainen

Attorney-at-law Marko Vuori

• 1 Opening of the Meeting

  Juhani Elomaa, Chairperson of the Board of Directors, opened the meeting.

• 2 Calling the meeting to order

  Attorney-at-law Marko Vuori acted as the Chairperson of the general meeting as presented in the notice to the annual general meeting. He invited the Group's General Counsel Janne Koikkalainen to act as Secretary.

  It was noted that stock exchange releases regarding the proposals of the Board of Directors and its committees were published on 16 February 2022 and the proposals of the Shareholders' Nomination Board on 25 January 2022 and in its entirety on the company's website on 16 February 2022. By the due date 20 March 2022, no counterproposals were submitted by shareholders.

  The Chairperson noted that shareholders or their proxy holders may participate in the General Meeting only by voting in advance and that all matters included in the agenda have been subject to the voting. The Chairperson also noted that in accordance with the Temporary Act, all agenda items could have been voted against with no counterproposals. Summary of the votes given was appended to the minutes (Appendix 1).

• 3 Election of persons to scrutinize the minutes and supervise the counting of votes

  General Counsel Janne Koikkalainen acted as an inspector of the minutes and, if necessary, supervise vote counting as presented in the notice to the annual general meeting.

• 4 Recording the legality of the Meeting

It was noted that the Notice of the Annual General Meeting was published on the company's website on 16 February 2022, in accordance with Section 10 of the Articles of Association.

The Notice of the Annual General Meeting was appended to the minutes (Appendix 2).

It was declared that the meeting had been convened legally in accordance with the Articles of Association, the Limited Liability Companies Act and the Temporary Act, and that it was quorate.

• 5 Recording the attendance at the Meeting and adoption of list of votes

  A list of the shareholders who have voted in advance during the voting period either in person or by proxy and who have a right to participate in the meeting in accordance with Chapter 5, Sections 6 and 6a of the Limited Liability Companies Act was presented. It was noted that 19 shareholders have voted in advance, representing 11,486,288 shares and votes. The participation situation and voters list of the meeting was appended to the minutes (Appendix 3).

• 6 Presentation of the financial statements, the report of the Board of Directors and the Auditor's report for 2021

It was noted that as shareholders or their proxy holders may participate in the General Meeting only by voting in advance, the financial statements, annual report and auditor's report for the accounting period 1 January - 31 December 2021 published by the company 15 March 2022, and which have been available on the company's website had been presented to the general meeting.

The financial statements and the annual report (Appendix 4) and the auditor's report (Appendix 5) were appended to the minutes.

• 7 Adoption of the financial statements

  It was recorded that 11,486,288 shares and votes participated in the voting, representing 40.51512 % of the total shares and votes in the company. 11,468,371 votes were given in favour of the adoption of the financial statements, representing 99,84 % of the votes given. 0 votes were given against the adoption of the financial statements, representing 0.00 % of the votes given. The number of shares that abstained from voting was 17,917, representing 0,16 % of the votes given.

  As a result of the voting the general meeting adopted the financial statements for the financial period 1 January-31 December 2021.

• 8 Resolution on the use of profit shown on the balance sheet and distribution of a dividend

  It was noted that the Board of Directors had proposed that, based on the balance sheet to be adopted for the financial period that ended on 31 December 2021, a dividend of EUR 1.20 per share be distributed to shareholders who, on the dividend payment record date of 8 April 2022, are registered in the company's shareholders' register maintained by Euroclear Finland Ltd. According to the proposal, the dividend will be paid on 20 April 2022.

  It was recorded that 11,486,288 shares and votes participated in the voting, representing 40.51512 % of the total shares and votes in the company. 11,486,288 votes were given in favour of the Board's proposal, representing 100 % of the votes given. 0 votes were given against the Board's proposal, representing 0.00 % of the votes given.

  As a result of the voting, the general meeting decided to adopt the Board's proposal.

• 9 Resolution on the discharge from liability of members of the Board of Directors and the CEO from the accounting period 1 January 2021 - 31 December 2021

It was noted that the discharge from liability for the financial period of 1 January-31 December 2021 concerned the members of the Board of Directors Juhani Elomaa, Juha Laaksonen, Elina Björklund, Hanna Maria Sievinen, Tuomas Syrjänen, Petri Castrén and Peter Ramsay as well as CEOs Robin Lindahl, Karri Haaparinne and Peter Ramsay.

It was recorded that 8,071,692 shares and votes participated in the voting, representing 28.47095 % of the total shares and votes in the company. 8,053,775 votes were given in favour of deciding on the discharge from liability, representing 99.78 % of the votes given. 0 votes weregiven against deciding on the discharge from liability, representing 0.00 % of the votes given. 17,917 shares casted a null vote, representing 0.22 % of the votes given.

As a result of the voting, the general meeting decided to discharge the above-mentioned members of the Board of Directors and the CEOs from liability.

• 10 Consideration of the Remuneration Report

  It was noted that as shareholders or their proxy holders may participate in the General Meeting only by voting in advance, the Remuneration Report published by the company on 15 March 2022 and which have been available on the company's website had been presented to the general meeting.

  The Remuneration Report was appended to the minutes (Appendix 6).

  It was recorded that 11,486,288 shares and votes participated in the voting, representing 40.51512 % of the total shares and votes in the company. 11,228,943 votes were given in favour of approving the Remuneration Report, representing 97.46 % of the votes given. 257,345 votes were given against, representing 2.24 % of the votes given.

  As a result of the voting, the general meeting decided to adopt the Remuneration Report. The decision was advisory.

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

  It was noted down that the Shareholders' Nomination Board has proposed to the general meeting that the members of the Board of Directors be paid annual remuneration as follows:

  • - Chairperson of the Board of Directors EUR 55,000 per annum

  • - Vice Chairperson of the Board of Directors EUR 41,000 per annum

  • - Chairperson of the Board of Directors' Audit Committee EUR 41,000 per annum

  - member of the Board of Directors EUR 35,000 per annum

  The annual remuneration covers the whole of the term of office and committee work.

  It was noted that the Shareholders' Nomination Board has proposed concerning the Audit Committee that the members of the Audit Committee will be paid a meeting-specific fee of EUR 1,000 to the Chairperson of the Audit Committee and EUR 500 to all other members of the Audit Committee.

  The Shareholders' Nomination Board has proposed additionally that travel and accommodation expenses of the members are paid against invoices when the meeting of the Board of Directors and the Committees takes place outside members' domicile.

  It was recorded that 11,486,288 shares and votes participated in the voting, representing 40,51512 % of the total shares and votes in the company. 11,485,438 votes were given in favour of proposal of the Shareholders' Nomination Board, representing 99.99 % of the votes given. 850 votes were given against, representing 0,01 % of the votes given.

  As a result of the voting, the general meeting decided to adopt the proposal of the Shareholders' Nomination Board.

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

It was noted that the Shareholders' Nomination Board has proposed to the general meeting that the number of the members of the Board of Directors of the company be set at six (6).

It was recorded that 11,486,288 shares and votes participated in the voting, representing 40,51512 % of the total shares and votes in the company. 11,486,288 votes were given in favour of proposal of the Shareholders' Nomination Board, representing 100 % of the votes given and 0 votes were given against, representing 0.00 % of the votes given.

As a result of the voting, the general meeting decided that the number of the members of the Board of Directors of the company be set at six (6).

• 13 Election of the members of the Board of Directors

  It was noted that the Shareholders' Nomination Board has proposed to the general meeting that the current members of the Board of Directors, Elina Björklund, Petri Castrén, Juhani Elomaa, Hanna Maria Sievinen and Tuomas Syrjänen, be re-elected as members of the Board. The Shareholders' Nomination Board also proposes the election of Jouni Takakarhu as a new member of the Board.

  It was recorded that 11,486,288 shares and votes participated in the voting, representing 40,51512 % of the total shares and votes in the company. 11,460,109 votes were given in favour of proposal of the Shareholders' Nomination Board, representing 99.77 % of the votes given. 26,179 votes were given against, representing 0.23 % of the votes given.

  As a result of the voting, the general meeting decided to elect the persons proposed by the Shareholders' Nomination Board as the members of the Board of Directors.

• 14 Election of the chairperson and deputy chairperson of the Board of Directors

  It was noted that the Shareholders' Nomination Board has proposed to the general meeting that Juhani Elomaa be elected as the Chairperson of the Board of Directors and that Hanna Maria Sievinen be elected as the Deputy Chairperson of the Board of Directors.

  It was recorded that 11,468,288 shares and votes participated in the voting, representing 40,51512 % of the total shares and votes in the company. 11,460,109 votes were given in favour of proposal of the Shareholders' Nomination Board, representing 99.77 % of the votes given. 26,179 votes were given against, representing 0.23 % of the votes given.

  As a result of the voting, the general meeting decided to elect the persons proposed by the Shareholders' Nomination Board as the Chairperson and Deputy Chairperson of the Board of Directors.

• 15 Resolution on the remuneration of the auditor

  It was noted that based on the proposal of the audit committee, the Board of Directors has proposed to the general meeting that the auditor's remuneration be paid based on invoices approved by the company.

  It was recorded that 11,486,288 shares and votes participated in the voting, representing 40,51512 % of the total shares and votes in the company. 11,471,640 votes were given in favour of the Board's proposal, representing 99.87 % of the votes given. 14,648 votes were given against, representing 0.13 % of the votes given.

  As a result of the voting, the general meeting decided to adopt the Board's proposal.

• 16 Election of the auditor

It was noted that based on the proposal of the audit committee, the Board of Directors has proposed to the general meeting that Authorised Public Accountants Ernst & Young Oy be re-elected as auditor for the term of office that will end at the close of the following annual general meeting. It was noted down that Ernst & Young Oy has announced that Johanna Winqvist-Ilkka, APA, will be the auditor-in-charge.

It was recorded that 11,486,288 shares and votes participated in the voting, representing 40,51512 % of the total shares and votes in the company. 11,486,288 votes were given in favour of the Board's proposal, representing 100 % of the votes given. 0 votes were given against, representing 0.00 % of the votes given.

As a result of the voting, the general meeting decided to adopt the Board's proposal.

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

  It was noted that the Board of Directors has proposed to the general meeting that the Board of Directors be authorised 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 7.05% of all the company's shares. The purchase may be made in one or more instalments.

  The purchase price per share will 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 reward scheme, or to be cancelled if justified from the perspective of the company and its shareholders.

  The authorisation issued to the Board of Directors 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 purchase 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 valid for 18 months from the date of the close of the Annual General Meeting.

  This authorisation cancels the authorisation to purchase the company's treasury shares issued at the annual general meeting of 25 March 2021.

  It was recorded that 11,486,288 shares and votes participated in the voting, representing 40,51512 % of the total shares and votes in the company. 11,470,790 votes were given in favour of the Board's proposal, representing 99.87 % of the votes given. 350 votes were given against, representing 0.00 % of the votes given. 15,148 shares casted a null vote, representing 0.13 % of the votes given.

  As a result of the voting, the general meeting decided to adopt the Board's proposal and to authorise the Board to decide on purchasing the company's own shares as proposed by the Board.

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

It was noted that the Board of Directors has proposed to the general meeting that the Board be authorised 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 Limited Liability Companies Act, on the following terms:

The Board of Directors may issue new shares and assign treasury shares in the possession of the company up to a maximum of 2,500,000 shares, corresponding to 8.82% of all the company's shares.