TAALERI PLC | STOCK EXCHANGE RELASE | 10 MARCH 2026 AT 09:00 (EET)
Notice to the Annual General Meeting of Taaleri Plc
The shareholders of Taaleri Plc are invited to the Annual General Meeting to be held on Wednesday 8 April 2026, from 10:00 a.m. (EEST) at the event venue WeLand, Itämerenkatu 25, 00180 Helsinki, Finland.
The reception of registrants for the meeting and the distribution of voting tickets will commence at 9:30 a.m. (EEST).
Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are set out in Part C of this notice to the Annual General Meeting.
Shareholders can ask questions referred to in chapter 5, section 25 of the Limited Liability Companies Act about the matters to be discussed also in writing before the meeting. Instructions for submitting written questions are presented in Part C of this notice.
MATTERS TO BE HANDLED AT THE ANNUAL GENERAL MEETING
Opening the General Meeting
Calling the General Meeting to order
Election of the persons to scrutinise the minutes and to supervise the counting of votes
Recording the legality of the General Meeting
Recording the attendance at the Meeting and adoption of the list of votes
Presentation of the financial statements, the Report of the Board of Directors and the Auditor’s Report for the year 2025
Presentation of the CEO's review and the Auditor's Report.
The 2025 Annual Report, which includes the financial statements, the Report of the Board of Directors and the Auditor's Report, is considered and is available at https://taaleri.com/governance/general-meetings/ in week 11.
Adoption of the financial statements
Resolution on the use of profit shown on the balance sheet and distribution of a dividend
The Board of Directors proposes that a dividend of EUR 0.30 per share be paid based on the balance sheet adopted for the financial year ended 31 December 2025.
The Board of Directors proposes that the first instalment of the dividend, amounting to EUR 0.15 per share, be paid to shareholders who are registered in the shareholder register maintained by Euroclear Finland Oy on the dividend record date of 10 April 2026. The Board proposes that the first instalment of the dividend be paid on 17 April 2026.
The Board of Directors further proposes that the second instalment of the dividend, amounting to EUR 0.15 per share, be paid to shareholders who are registered in the shareholder register maintained by Euroclear Finland Oy on the dividend record date of 9 October 2026. The Board proposes that the second instalment of the dividend be paid on 16 October 2026.
Resolution on the discharge from liability of members of the Board of Directors and the CEO from the accounting period 1 January 2025–31 December 2025
Consideration of the Remuneration Report
The Remuneration Report for governing bodies is considered and is available at https://taaleri.com/governance/general-meetings/ in week 11.
Deciding on the remuneration of the board members
The Shareholders' Nomination Board proposes that the board members of the Board of Directors be paid monthly fees as follows:
- 7,500 euros for the Chairperson of the Board (2025: 7,500 euros),
- 5,300 euros for the Vice-Chairperson of the Board (2025: 5,300 euros),
- 5,300 euros for the Chairperson of the Audit Committee (2025: 5,300 euros),
- 4,200 euros for other members of the Board of Directors (2025: 4,200 euros).
In addition, the Shareholders’ Nomination Board proposes that meeting-specific fees are not paid (2025: Meeting-specific fees are not paid).
The fees cover the entire term of office and committee work.
The Shareholders’ Nomination Board proposes that for a meeting of the Board of Directors and Committee held in a place other than the home location of the Board member, travel and accommodation expenses will be paid according to the invoice.
Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes that the number of the members of the Board of Directors be confirmed as six (6).
However, should any of the candidates proposed by the Shareholders' Nomination Board for any reason not be available for election to the Board of Directors, the proposed number of Board members shall be decreased accordingly.
Election of members of the Board of Directors
The Shareholders' Nomination Board proposes that the current board members Elina Björklund, Juhani Bonsdorff, Petri Castrén, Juhani Elomaa, Leif Frilund and Hanna Maria Sievinen are re-elected as members of the Board of Directors for a term ending at the Annual General Meeting that follows their election.
Should any of the candidates presented above for any reason not be available at the General Meeting for election to the Board of Directors, the remaining available candidates are proposed to be elected in accordance with the proposal by the Shareholders’ Nomination Board.
The above-mentioned nominees have agreed to their membership of the Board of Directors.
The Shareholders’ Nomination Board has evaluated the Board nominees' independence based on the Corporate Governance Code issued by the Finnish Securities Market Association in 2025. According to the evaluation carried out by the Shareholders’ Nomination Board, all Board nominees are independent of the company, with the exception of Juhani Bonsdorff. He receives remuneration from a Taaleri Group company for services that are not connected to the duties of a director by acting as a member in the Investment Committee of Taaleri Energia.
Hanna Maria Sievinen, if re-elected, would have served as a Board member for more than 10 consecutive years. However, it was concluded that her independence from the company is not compromised by her length of service and no other actual factors or circumstances have been identified that could impair her independence either from the perspective of the company or from her own perspective.
The Shareholders' Nomination Board has evaluated that all members to be proposed to the board of directors are independent of the company's significant shareholders.
The CVs of the board members proposed for re-election can be seen on Taaleri Plc website: https://taaleri.com/governance/board-of-directors/.
Election of the chairperson and deputy chairperson of the Board of Directors
The Shareholders' Nomination Board proposes that Juhani Elomaa be elected as the chairperson of the Board of Directors.
The Shareholders' Nomination Board proposes that Hanna Maria Sievinen be elected as the deputy chairperson of the Board of Directors.
Resolution on the remuneration of the auditor
Based on the proposal prepared by the Audit Committee, the Board of Directors proposes that the fee of the auditor will be paid against invoices approved by the Audit Committee.
Selection of auditor
Based on the proposal prepared by the Audit Committee, the Board of Directors proposes that Ernst & Young Oy, a firm of authorised public accountants, is re-elected as the company's auditor for a term ending at the close of the next Annual General Meeting.
Ernst & Young Oy has informed that Authorised Public Accountant Johanna Winqvist-Ilkka, would continue as the auditor with principal responsibility.
Authorising the Board of Directors to decide on the purchase of the company’s treasury shares
The Board of Directors proposes that it 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 7.09 per cent of all the company's shares. The purchase may be made in one or more instalments.
The purchase price per share shall 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 incentive scheme, or to be cancelled if justified from the point of view 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 acquisition 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 effective for 18 months from the date of the close of the Annual General Meeting.
This authorisation cancels the authorisation to purchase the company's own shares issued at the General Meeting of 2 April 2025.
Authorising the Board of Directors to decide on share issue and the issuance of option rights and other special rights entitling to shares
The Board of Directors proposes that it 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 pursuant to authorisation issue new shares and assign treasury shares in the possession of the company up to a maximum of 2,500,000 shares, corresponding to 8.87 per cent of all the company's shares.
The new shares may be issued and the treasury shares possessed by the company may be assigned and/or option rights or other special rights entitling to shares may be issued to the company’s shareholders in proportion to their ownership of shares or deviating from the shareholder’s pre-emptive subscription right in a private placement, if there is a weighty financial reason for it from the point of view of the company, such as using the shares as consideration in potential corporate acquisitions or other arrangements that are part of the company’s business operations, or to finance investments or as part of the company’s incentive scheme.
The Board of Directors may also decide on a share issue without payment to the company itself.
The new shares and/or option rights or other special rights entitling to shares may be issued and the shares possessed by the company may be assigned either against payment or without payment. A private placement may only be without payment if there is an especially weighty reason for it from the point of view of the company and taking into account the benefit of all its shareholders.
The Board of Directors will decide on all other factors related to share issues and the assignment of shares and decide on all terms and conditions of the option rights and other special rights entitling to shares.
It is proposed that the authorisation be effective until the end of the next Annual General Meeting, however no longer than 30 June 2027.
This authorisation cancels the authorisation regarding the share issue issued at the General Meeting on 2 April 2025.
The Board of Directors' proposal for a donation authorisation
The Board of Directors proposes to the General Meeting that the Board of Directors is authorised to decide on one or more donations for charitable or similar purposes up to a total value of EUR 50,000, and to decide on the recipients, purposes and other terms of the contributions.
The authorisation would be effective until the end of the next Annual General Meeting.
Closing the meeting
DOCUMENTS OF THE GENERAL MEETING
The proposals of decisions on the matters in the agenda of the Annual General Meeting as well as this notice are available to shareholders on Taaleri Plc’s website at the address https://taaleri.com/governance/general-meetings/.
Taaleri Plc's financial statements, report of the Board of Directors and auditor's report as well as the Remuneration Report will be available on the mentioned website no later than week 11.
The minutes of the Annual General Meeting will be available to shareholders on the above-mentioned website at the latest on 22 April 2026.
INSTRUCTIONS FOR THE PARTICIPANTS OF THE GENERAL MEETING
Shareholder registered in the shareholders’ register
Shareholders whose holdings have been registered on the shareholders’ register held by Euroclear Finland Ltd on 25 March 2026 may participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account, is registered in the company's shareholder register.
Registration for the General Meeting begins on 11.3.2026 at 10:00 a.m. (EET) A shareholder who is registered in the shareholders’ register of the company and who wishes to participate in the General Meeting, shall register for the General Meeting no later than by 30 March 2026 at 4:00 p.m. (EEST) by which time the registration must be received.
You can register for the General Meeting:
Via the website at the address https://taaleri.com/governance/general-meetings/
Electronic registration requires that the shareholder or its statutory representative or proxy representative uses strong electronic authentication by Finnish bank ID or mobile certificate.
By email
A shareholder may send by email the registration form available on the company's website https://taaleri.com/governance/general-meetings/ or similar information to Euroclear Finland Oy by e-mail to yhtiokokous@euroclear.com.
When registering, a shareholder is required to provide the requested personal information, such as his/her name, birth date or business identity code, contact details and the name, date of birth and phone number and/or email of possible assistant or proxy representative. The personal data provided by the shareholders to Taaleri Plc will only be used in connection with the processing of the general meeting and related necessary registrations.
The shareholder, assistant or proxy representative must be able to prove his identity and/or right of representation at the meeting place, if necessary.
Further information regarding registration is available by e-mail during the general meeting's registration time at yhtiokokous@taaleri.com.
Shareholders with nominee registered holdings
Shareholders with nominee registered holdings are entitled to attend the Annual General Meeting on the basis of their shares held on the record date, 25 March 2026, that would entitle them to be included in the shareholders’ register maintained by Euroclear Finland Ltd. Attendance also requires that these shareholders are temporarily registered into the shareholders’ register held by Euroclear Finland Ltd by 1 April 2026 at 10:00 a.m. (EEST) This is deemed to be the registration of a shareholder with nominee registered holdings to attend the Annual General Meeting. Any changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the general meeting or the number of votes of the shareholder.
Shareholders with nominee registered shares are advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of a letter of proxy and voting instructions, how to register and attend the Annual General Meeting from their custodian bank and advance voting if necessary. The account management organisation of the custodian bank has to register a shareholder with nominee registered holdings, who wants to attend the Annual General Meeting, temporarily into the shareholders’ register of the company no later than the deadline given above. More information is also available on the company's website at https://taaleri.com/governance/general-meetings/.
Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise its rights at the meeting by way of proxy representation. The shareholder's proxy representative can also vote in advance as described in this invitation. A proxy representative must use their personal strong electronic authentication when registering through the electric registration service for the meeting, after which they can register on the behalf of the represented shareholder. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual general Meeting. The right of representation can be demonstrated by using the electronic registration service suomi.fi e-Authorisations service.
A model proxy document is available on the company's website at https://taaleri.com/governance/general-meetings/. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder must be identified in connection with the registration.
Potential proxy documents should be delivered by e-mail to yhtiokokous@euroclear.com and yhtiokokous@taaleri.com before the end of the registration period. In addition to delivering the proxy documents the shareholder or its proxy representative shall also register to the General Meeting in the manner described above in this notice.
Advance voting
Shareholders with a Finnish book-entry account may vote in advance on certain matters on the agenda of the Annual General Meeting during the period from 11 March 2026 at 10:00 a.m. (EET) until 30 March 2026 at 4:00 p.m. (EEST). Advance voting can be done in the following ways:
On the Company’s website at https://taaleri.com/governance/general-meetings/
Voting in advance electronically requires that the shareholder or its statutory representative or proxy representative uses strong electronic authentication by Finnish bank ID or mobile certificate.
b. By email
A shareholder may submit the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy by e-mail to yhtiokokous@euroclear.com. The advance votes must be received by Euroclear Finland Oy before the expiry of the advance voting period. Submission of the votes before the expiry of the registration and advance voting period in this manner constitutes due registration for the General Meeting, provided that they contain the above-mentioned information required for the registration.
With regard to holders of nominee-registered shares, the advance voting is performed via the account management organisation. The account management organisation may vote in advance on behalf of the holders of nominee-registered shares it represents, in accordance with the voting instructions provided by them, during the advance voting period for holders of nominee-registered shares.
A proposal subject to advance voting is considered to have been presented unchanged at the General Meeting.
A shareholder who has voted in advance cannot exercise the right to ask questions or the right to demand a vote pursuant to the Limited Liability Companies Act, unless the shareholder or their proxy representative attends the General Meeting at the meeting venue.
Other instructions/information
The General meeting is conducted in Finnish.
A shareholder present at the General Meeting has the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Limited Liability Companies Act. The shareholder can ask questions referred to in chapter 5, section 25 of the Limited Liability Companies Act, about matters discussed at the meeting until 25 March 2026, also in connection with electronic registration or alternatively by submitting the question by e-mail to yhtiokokous@taaleri.com. The company's management will answer such questions presented in writing in advance at the General Meeting.
Changes in share ownership after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's number of votes at the General Meeting.
On the date of issue of this notice to the Annual General Meeting, 10 March 2026, Taaleri Plc had a total of 28,196,253 shares, each of which produces one (1) vote at the Annual General Meeting.
In Helsinki, on 10 March 2026 TAALERI PLC Board of Directors
More information: General Counsel Pasi Erlin, Taaleri Plc, tel. 0400 571 113, pasi.erlin@taaleri.com
Distribution: Nasdaq HelsinkiPrincipal mediataaleri.com
About Taaleri
Taaleri is a specialist in investments, private asset management and non-life insurance, powering change with capital. We are a frontrunner in renewable energy, bioindustry and housing investments as well as credit risk insurance. We create value by combining extensive know-how, deep expertise, entrepreneurship and capital through both funds under management and direct investments. We work in close cooperation with our credit risk insurance customers and partners.
Taaleri has three business segments: Private Asset Management, Garantia and Investments. The Private Asset Management segment includes the renewable energy, bioindustry and real estate businesses. The Garantia segment consists of Garantia Insurance Company. The Investments segment comprises development capital and other direct investments.
Taaleri has EUR 2.7 bn of assets under management in its private equity funds, co-investments and single-asset vehicles. The company employs approximately 130 people. Taaleri Plc is listed on Nasdaq Helsinki.
taaleri.com
Linda Tierala, Head of Investor Relations, Communications and Sustainability, +358 40 571 7895, linda.tierala@taaleri.com
