Eezy Oyj: Decisions by Eezy Plc's Annual General Meeting on 25 March 2026

EEZY PLC -- STOCK EXCHANGE RELEASE -- 25 MARCH 2026 AT 12:00

Decisions by Eezy Plc's Annual General Meeting on 25 March 2026

Eezy Plc's annual general meeting (AGM) was held on 25 March 2026 starting at 10:00 a.m. at Kasarmikatu 21,?Helsinki.

The AGM approved all proposals included in the notice to the AGM.

The financial statements and the consolidated financial statements for the financial year 2025 were adopted. The members of the board of directors and the CEOs were discharged from liability for financial year 2025. The remuneration report for governing bodies was approved.

Dividend

The AGM resolved that no dividend be paid based on the balance sheet to be adopted for the financial year 2025.

Board of directors: members and remuneration

Seven members were elected to the board of directors for a term ending at the end of the next annual general meeting following the election.

Tapio Pajuharju, Kati Hagros, Tomi Laaksola, Maria Pajamo, Paul-Petteri Savolainen, Mika Uotila and Mikko Wirén were re-elected as the members of the board of directors.

The members of the board of directors will be paid monthly remuneration as follows:

• EUR 5,000 per month for the chairperson of the board and

• EUR 2,500 each per month for all other members of the board.

In addition, members of the board of directors' committees will be paid a meeting fee of EUR 300 for each committee meeting.

The reasonable travelling expenses of the members of the board of directors are compensated in accordance with the company's travelling policy and practices.

The Auditor

The AGM re-elected the company's current auditor, KPMG Oy Ab, which has stated that Niklas Oikia, APA, will act as the responsible auditor. The term of the auditor will end at the end of the next annual general meeting following the election.

The auditor's fees will be paid against the reasonable invoice as approved by the company.

The sustainability reporting assurer

The AGM re-elected the company's current sustainability reporting assurer, KPMG Oy Ab, which has stated that Niklas Oikia, ASA, will act as the responsible auditor. The term of the auditor will end at the end of the next annual general meeting following the election.

The sustainability reporting assurer's fees will be paid against the reasonable invoice as approved by the company.

Amendment of the Articles of Association

The AGM resolved that article 10 of the company's Articles of Association currently in force concerning the list of items on the agenda of the Annual General Meeting will be updated by adding references to the remuneration (current sub-item 10) and election (current sub-item 13) of the sustainability reporting assurer, if necessary. The Articles of Association remain unchanged in other respects.

Authorising the board of directors to decide on a rights offering and authorising the board of directors to decide on replacing the board of directors' resolution of 28 April 2025 concerning the issuance of special rights entitling to shares

Rights offering

The general meeting authorised the board of directors to resolve on the Offering as follows:

1. The shares to be issued under the authorisation are new shares. Under the authorisation, a maximum of 126 million shares can be issued.
   
   
2. The shareholders have a pre-emptive right to the new shares in the same proportion as they already hold shares in the company. However, shares that remain unsubscribed on the basis of pre-emptive subscription rights may be offered on a secondary basis for subscription to other shareholders or third parties. The board of directors is authorised to decide to whom such shares that remain unsubscribed, if any, are offered to. Subscriptions would be paid in cash.
   
   
3. In the event that shares are issued on the basis of secondary subscription rights, such shares may first be issued to the company itself without consideration and subsequently transferred to the subscribers, in order to enable delivery of the shares to the subscribers against payment. The issuance of shares to the company for this purpose shall not reduce the remaining maximum number of shares issuable under the authorisation. The issuance of shares to the company requires that the number of own shares held by the company does not exceed 10.0 % of the company's total shares.
   
   
4. The board of directors is authorised to resolve on all other terms and conditions of the Offering, including the subscription and payment period and the grounds for determining the subscription price.
   
   
5. The authorisation is valid until the closing of the next annual general meeting, but no longer than until 30 June 2027.
   
   
6. The authorisations do not revoke any other authorisations granted to the board of directors to resolve on share issues and granting of special rights entitling to shares.

Replacement of the board of directors' resolution of 28 April 2025 concerning the issuance of special rights entitling to shares

The general meeting authorised the board of directors to amend the resolution adopted on 28 April 2025 pursuant to the authorisation granted by the Annual General Meeting on 8 April 2025 to issue a maximum of 1,000,000 special rights entitling to shares to Varma Mutual Pension Insurance Company ("Varma") as follows:

1. The board of directors' resolution P001 dated 28 April 2025 (Registered on 9 May 2025 at 08:20:40) on the issuance of special rights can be nullified upon the registration of the new shares to be issued in the Offering.
   
   
2. The board of directors is authorised to replace the resolution with a resolution of identical content, except that the maximum number of shares that may be subscribed for under the special rights issued to Varma based on the authorisation shall, as from the registration of the new shares to be issued in the Offering, be in total a maximum of 5 million shares, or a lesser number as determined by the board of directors.
   
   
3. The board of directors is authorised to decide on all other terms and conditions relating to the issuance of special rights entitling to shares.
   
   
4. The board of directors is authorised to determine the timing of the registration of the abovementioned amendments so that such amendments are registered simultaneously with the registration of any new shares potentially issued in the Offering.
   
   
5. The authorisation is valid until the closing of the next annual general meeting, but no longer than until 30 June 2027.
   
   
6. The authorisation does not revoke any other authorisations granted to the board of directors to resolve on share issues and granting of special rights entitling to shares.

Authorisations for the board of directors

The general meeting authorised the board of directors to decide on the repurchase of the company's shares using the company's unrestricted equity under the following terms and conditions:

1. The total maximum number of shares to be repurchased under the authorisation is 2,500,000 shares, which corresponds to approximately 10.0 % of all the shares in the company.
   
   
2. The shares will be repurchased in trading on Nasdaq Helsinki Oy's regulated market at a price formed in public trading on the date of repurchase. The shares can be repurchased otherwise than in proportion to the existing shareholdings of the company's shareholders.
   
   
3. The shares will be repurchased using the company's distributable unrestricted equity.
   
   
4. This authorisation replaces prior authorisations granted to the board of directors to repurchase the company's own shares.
   
   
5. The authorisation is valid until the end of the annual general meeting of 2027, but in any case, no later than 18?months from the general meeting's resolution on authorisation.

The general meeting authorised the board of directors to decide on the issuance of shares in one or more tranches as well as on the issuance of option rights and other special rights entitling to shares as referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act as follows:

1. The total maximum number of shares to be issued under the authorisation is 2,500,000 shares, which corresponds to approximately 10.0% of all the shares in the company.
   
   
2. The board of directors decides on all the terms and conditions regarding the issuance of shares and the issuance of option rights and other special rights entitling to shares. The authorisation concerns both the issuance of new shares and the transfer of the company's own shares.
   
   
3. The share issues and the issuances of option rights and other special rights entitling to shares can take place in deviation from the shareholders' pre-emptive subscription right (directed issue) if the company has a weighty financial reason to do so, such as the financing or the implementation of a merger or acquisition, the development of the company's equity structure or the implementation of the company's incentive schemes.
   
   
4. The total maximum number of shares to be issued for the purpose of implementing the company's incentive schemes is 1.812.561 shares, which corresponds to approximately 1.2 % of all the shares in the company. For the avoidance of doubt, the above number of shares to be issued for the implementation of incentive schemes is included in the overall number of the issuance authorisation referred to in subsection 1. above.
   
   
5. Based on the authorisation, the board of directors is also authorised to decide on a share issue without payment directed to the company itself, provided that the number of shares held by the company after the issue would be a maximum of 10 % of all the shares in the company. This amount includes shares that may be held by the company and its subsidiaries in the manner provided for in chapter 15, section 11, subsection 1 of the Finnish Limited Liability Companies Act.
   
   
6. The authorisation replaces prior share issue authorisations granted to the board of directors.
   
   
7. The authorisation is valid until the end of the annual general meeting of 2027, but in any case, no later than 18 months from the general meeting's resolution on authorisation.

Establishment of a shareholders' nomination board

The General Meeting resolved to establish a shareholders' nomination board, which is responsible for preparing and presenting proposals to the General Meeting concerning the election and remuneration of the members of the Board of Directors, as well as the remuneration of the Board committees.

The General Meeting further resolved to adopt a charter for the shareholders' nomination board. The shareholders' nomination board shall be established for an indefinite term until the General Meeting of shareholders resolves otherwise.

The shareholders' nomination board consists of representatives appointed by the three largest shareholders, while the Chair of the Board of Directors participates in the work of the nomination board in an expert capacity without the right to vote. The nomination board elects a chair from among its members. The largest shareholders are determined on the basis of the Company's shareholder register on the first banking day of September preceding the Annual General Meeting.

Further information:

Ilpo Toivonen
Leading Legal Counsel
[e-mail]
tel. [phone]