NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF DOVRE GROUP PLC

Dovre Group Plc                        Stock Exchange Release                      May 19, 2025, at 10 a.m.

NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF DOVRE GROUP PLC

Notice is given to the shareholders of Dovre Group Plc (“Dovre” or the “Company”) to the Extraordinary General Meeting (“EGM”) to be held on Thursday, June 12, 2025, at 10:00 a.m. at Dovre headquarters, address Ahventie 4, 02170 Espoo. The reception of the persons who have registered for the meeting and the distribution of voting tickets will commence at 9:30 a.m. at the meeting venue.   

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY 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 scrutinize the minutes and to verify the counting of votes



4. Recording the legality of the meeting



5. Recording the attendance at the meeting and adoption of the voting list

6. Resolution on the distribution of dividend

The parent company’s distributable funds as on December 31, 2024 amounted to EUR 16,951,447.40. Shareholders representing over fourty (40) percent of the Company’s shares have proposed to the Extraordinary General meeting to resolve to pay a dividend of EUR 0.03 per share. The Board of Directors proposes that the dividend is paid on June 25, 2025 to a shareholder who on the dividend record date June 16, 2025, is registered in the Company's shareholder register maintained by Euroclear Finland Ltd.

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

Board of Directors proposes to the AGM that the annual remuneration payable to the Board members shall be as follows: The Chairman of the Board is paid EUR 43,000 (previously 35,000), the Vice Chairman of the Board EUR 38,000 (previously 30,000), and each other member of the Board EUR 33,000 (previously 25,000).

In addition, it is proposed that reasonable travel expenses incurred by the Board members be compensated according to the actual costs.

The remuneration of the members of the Board of Directors shall be paid in cash.

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

The shareholders representing over 40% of the total shares in the Company have indicated to propose to the AGM that the number of Board members be three (3).

9. Election of the members of the Board of Directors

The shareholders representing over 40% of the total shares in the Company have indicated to propose to the EGM that the current member of the Board, Ilari Koskelo, be re-elected as a member of the Board. The proposed new members are Tomi Merenheimo and Ville Vuori. The above-mentioned shareholders propose that Ville Vuori be elected as the Chairman of the Board.

More information of the nominees and their independence of the company can be found at .

In accordance with the shareholders’ proposal, both genders would not be represented on the Board of Directors, as suitable candidates have not been identified. The company aims to achieve balanced gender representation in the next Annual General Meeting when electing the Board.

10. Closing of the meeting

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

Proposals of the Board of Directors, the stock exchange release concerning the transaction as well as this notice are available on the Company’s website . The proposals of the Board of Directors are also available at the EGM. Copies of these documents and of this notice will be sent to shareholders upon request.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

1. Shareholder registered in the shareholders’ register

A shareholder who is registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd, on the record date June 2, 2025, has the right to participate 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.

The registration period for the EGM commences on May 19, 2025. A shareholder, who is registered in the shareholder register of the Company and who wants to participate in the EGM, must register no later than on June 9, 2025, 10:00 a.m., by which time the registration must be received.

Registration for the EGM can be made:



a) on Dovre Group Plc’s website at 

b) by email to 

c) by telephone to Dovre Group Plc/Marja Saukkonen, tel. 6

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. The personal data given to Dovre Group Plc is used only in connection with the EGM and with the processing of related necessary registrations.

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 would be entitled to be registered in the shareholder register of the Company maintained by Euroclear Finland Ltd on the record date of the EGM on June 2, 2025. The right to participate requires, in addition, that the shareholder has, on the basis of such shares, been registered into the temporary shareholder register maintained by Euroclear Finland Oy at the latest by June 9, 2025, by 10:00 a.m. In regard to 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 EGM or the number of votes of the shareholder.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder register of the Company, the issuing of proxy documents and registration for the EGM from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the EGM, into the temporary shareholder register of the Company at the latest by June 9, 2025, by 10:00 a.m.

3. Proxy representative and powers of attorney

A shareholder may participate in the EGM and exercise his/her rights at the meeting through a proxy representative. A proxy representative shall produce a duly 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.

Any proxy documents should be delivered in original to Dovre Group Plc/Marja Saukkonen, Ahventie 4 B, 02170 Espoo, Finland, or as a scanned copy by email to   by the last date of registration. In addition to the delivery of the proxy documents the shareholder or the proxy representative shall register for the EGM as described in this notice.



4. Other information

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the EGM has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice, the total number of shares and votes in Dovre Group Plc is 105,956,494.

Espoo, May 19, 2025

Dovre Group Plc

Board of Directors

For further information please contact Vice Chairman of the Board of Directors Ilari Koskelo,

tel. +358 40 510 8408.

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