Combination of share classes

Oriola's Annual General Meeting resolved on 2 April 2025 to approve the proposal presented by the shareholder and supported by the Board of Directors on the combination of share classes and a directed issuance of shares without payment as well as amendments to the Articles of Association due to the combination of share classes. According to the decision, the Board of Directors is authorised to resolve on other terms and practical aspects of the directed issuance of shares without payment. The Board of Directors confirmed that the total number of new shares to be issued in the directed issuance of shares without payment related to the combination of share classes is 3,839,165.

Q&A

I own class A shares in Oriola Corporation. Does the combination of share classes and the related directed share issue without payment require actions from me?

The combination of share classes and the directed share issue without payment will not, in principle, require any actions from shareholders.

The shares resulting from the combination and those issued in the directed share issue without payment will be admitted to public trading on Nasdaq Helsinki Ltd.

What will happen to the class A share I own?

The class A share will be converted into a share corresponding to the current class B share. After the combination of the share classes, the company will have one single share class only, which will be subject to public trading, and whose shares will carry one (1) vote each and have equal rights.

How will I receive the converted shares?

If you hold shares in a book-entry account, the number of converted shares will appear on your account automatically after the combination of share classes and the directed share issue without payment have been carried out and the related registrations are done, on or about 7 April 2025. You may contact your account operator if you have any further questions regarding the timing.

How does the number of Oriola Corporation’s shares change?

Currently, Oriola Corporation has 53,748,313 class A shares and 127,737,900 class B shares. In total, Oriola Corporation has 181,486,213 shares.

For each fourteen class A shares held, one new share in the company’s one single share class will be given to shareholders of class A shares. The maximum number of shares to be issued in the directed share issue without payment is 3,839,165 shares.

The total number of Oriola Corporations shares will therefore increase from approximately 181.5 million shares to approximately 185.3 million shares.

Why will the share classes be combined?

The combination of share classes could improve the liquidity of the company’s shares and increase the market value of the shares. In addition, the combination could clarify the ownership and vote structure as well as its transparency thereby increasing the interest in the company as an investment object. Further, it may also improve the company’s possibilities to raise equity financing through share issues and participate in different kinds of sector restructurings.

Why is a directed share issue without payment carried out? 

The purpose of the directed share issue without payment is to compensate holders of class A shares for the loss of voting rights as a result of the combination of share classes.

The directed share issue without payment would therefore be in the best interest of the company and all of its shareholders and would have a particularly weighty financial reason as required by the Finnish Companies Act.

What is the conversion ratio and what happens to my existing shares?

Each class A share of Oriola Corporation will be converted into a share corresponding to the current class B share. After the combination of the share classes, the company will have one single share class only, which will be subject to public trading, and whose shares will carry one (1) vote each and have equal rights.

In addition, for each fourteen class A shares held, one new share in the company’s one single share class after the amendment of the Articles of Association will be given to shareholders of class A shares.

What happens if I own less than fourteen (14) class A shares or the number of class A shares I own is not divisible by fourteen (14)?

If you hold less than fourteen class A shares, you will not receive a one new share in the company’s one single share class. One new share is only granted for each full lot of fourteen class A shares. However, all your class A shares will still be converted into shares of the company’s one single share class.

To the extent the number of class A shares held by a shareholder of class A shares in the same book-entry account is not divisible by fourteen (14), the shareholder will receive a cash compensation. All class A shares in the same book-entry account that are not divisible by fourteen (14) will be pooled and every group of fourteen shares will be converted into one share and sold by a bank assigned by the company for the account of such shareholders of class A shares. The share sale proceeds will then be allocated to the shareholders as cash compensation corresponding to their respective portions.

For example, if a shareholder owns 10 class A shares, they will receive 10 shares of the company’s single share class. However, they will not receive any additional new shares, as 10 is not divisible by 14. The shareholder will instead receive cash proceeds equivalent to 10/14 of one sold share representing a fraction of the sale of the remaining 10 shares.

The directed share issue without payment will not require any actions by shareholders.

What are the main differences between class A and class B shares before the combination of share classes?

According to Article 11 of the company’s Articles of Association, each class A share carries twenty votes and each class B share one vote. Other than voting rights, both share classes have equal shareholder rights, including, for example, the right to receive dividends.

After the combination of share classes, all shares of the company’s one single share class will carry one vote each and have equal rights.

Will the combination affect the “voting cap” included in the company's Articles of Association?

According to the company’s Articles of Association Article 11, Section 3: ”A shareholder may not cast more than 1/20 of the total number of votes of the different-class shares represented at the General Meeting”.

The combination of share classes won’t affect this so-called “voting cap” included in the company's Articles of Association.

When does the combination of share classes become effective?

As soon as possible after the proposal is approved at the Annual General Meeting.

After the Annual General Meeting, the company must, among other things, handle the necessary actions and registrations with the Finnish Patent and Registration Office (PRH), Euroclear Finland Oy and Nasdaq Helsinki Ltd.

What is the timetable for combination of share classes and directed share issue without payment as well as amendment of the Articles of Association?

• 2 April 2025: Annual General Meeting

Annual General Meeting of Oriola Corporation will decide on the combination of share classes and the related directed share issue without payment as well as amendment of the Articles of Association.

• 4 April 2025: Record date in the book-entry securities system maintained by Euroclear Finland Oy

Each holder of the class A shares who owns class A shares on the record date 4 April 2025 in the book-entry securities system maintained by Euroclear Finland Oy has the right to receive new shares.

• On or about 4 April 2025: The combination of share classes and the thereto related directed share issue without payment as well as the amendment of the Articles of Association registered with the Finnish Trade Register

The registration will be evidenced in the Finnish Trade Register on or about 4 April 2025.

• On or about 7 April 2025: The book-entry account registrations will be conducted

The book-entry account registrations concerning the combination of share classes and the new shares issued in the directed issuance of shares without payment are estimated to be registered on or about 7 April 2025.

• On or about 7 April 2025: Trading with the company’s only share class as well as with the new shares issued starts

Trading in the company’s only share class and the new shares issued are expected to commence on or about 7 April 2025, or as soon as possible thereafter.

• On or about 10 April 2025: Proceeds from the sale of fractional shares will be transferred to shareholders cash account linked to the book-entry account

Proceeds acquired from the shares sold due the combination of share classes will be paid to shareholders entitled thereto on or about 10 April 2025.

Where can I find more information about the combination of share classes?

More information is available on Oriola’s website at https://www.oriola.com/investors/corporate-governance/shareholder-meetings/agm-2025. Among others, the decisions of the Annual General Meeting and the shareholder’s proposal including the terms and conditions of the combination of share classes and the directed share issue without payment can also be found on the abovementioned website.