EUR 1000.00 For Business Accounts Only

Olvi - AGM 31 March 2021

We note that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.

Under ITEM 8 the board of directors proposes to distribute a dividend per share of EUR 1.10. In view of the Company’s results and given that the proposed dividend is covered by free cash flow and EPS as well as in accordance with the Company’s dividend policy, we recommend to vote FOR.

Under ITEM 12 the (re-)election of the board of directors is proposed. First of all, we note that slate elections are not compulsory in Finland, but it is local market practice for every company in our coverage. We furthermore note that Mr. Heikki Sirviö, who has been on the board since 2015, is not up for re-election. The proposed term of appointment of 1 year of the members of the board of directors is in line with recommendation 6 of the Finnish Corporate Governance Code. We do NOT consider Ms. Nora Hortling to be independent as she is a representative of major shareholder, The Estate of Heikki Hortling. Based on the available information, proposed new nominee Mr. Juho Nummela would NOT qualify as independent board member in accordance with recommendation 10 of the Finnish Corporate Governance Code as he is a representative of major shareholder, the Olvi Foundation. The independence ratio on the board will be 67%, indicating that there is sufficient independent representation on the board. We have no (major) concerns over the composition of the board of directors and accordingly recommend to vote FOR.

Finally, under ITEM 16, the board of directors seeks authorisation to issue shares and/or transfer own shares. Authority is sought to issue 1 million shares, whereas the transfer of own shares is limited to 500,000 shares. The authorisation will remain in effect until next AGM (however, no later than 18 months following the decision of the AGM), and the board will be entitled to waive shareholders’ pre-emptive rights. In aggregate, the authority requested to issue shares is limited to 4.84% of the Company’s share capital and thereby meets our guidelines. We furthermore note that the authorisation requested includes the possibility to issue shares to the Company itself without consideration. As a matter of principle, we are not in favour of general authorisations to issue shares (to the Company) without payment and only approve such a proposal when there is a weighty specific reason to do so, and it is in the best interest of all shareholders. Since the conditions under which a so-called ‘directed issue’ may take place are briefly described (financing or execution of corporate acquisitions or arrangements, development of the Company’s equity structure, improvement of share liquidity or implementation of the Company’s incentive schemes) we are willing to set these fundamental objections aside. Accordingly, we recommend to vote FOR.