Notice of the Annual General Meeting of FIFAX Plc

FIFAX Plc, Company Announcement, 29 April 2024 at 10:00 a.m. EEST

Notice is given to the shareholders of FIFAX Plc ("Fifax" or the "Company") to attend the Annual General Meeting (the "AGM") to be held on Thursday 23 May 2024 at 10:00 (EEST) at Suomitalo at the address Lönnrotinkatu 5 (3rd floor), FI-00120 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:00 a.m. (EEST) at the meeting venue.

Shareholders may also exercise their voting rights by way of proxy representation. Instructions for the authorization of proxy representatives are presented in section C. of this notice.

The AGM will be conducted in the Swedish language.

A. Matters on the agenda of the Annual General Meeting

At the AGM, 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 supervise the counting of the votes
4. Recording the legality of the meeting
5. Recording attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2023

The CEO’s review will be presented at the AGM.

The Company’s annual accounts, the report of the Board of Directors and the auditor’s report will be available on the Company’s website www.fifax.ax/agm when the registration period for the AGM commences on 30 April 2024, at the latest.

7. Adoption of the annual accounts

8. Resolution on the use of profits shown on the balance sheet and the distribution of dividend

The Board of Directors proposes to the AGM that the loss for the financial period be transferred to the account for retained earnings and that no funds be distributed from distributable shareholders’ equity.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2023

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

The Board of Directors proposes to the AGM that the monthly remuneration to the members of the Board of Directors be maintained at their current level and be paid as follows:

• Chair of the Board of Directors: EUR 3,000
• Other members of the Board of Directors: EUR 1,500 each

The Board of Directors also proposes that daily allowances will be paid in accordance with the applicable general terms and conditions and that all travel expenses will be reimbursed.

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

The Board of Directors proposes that the number of members of the Board of Directors shall be six (6).

12. Election of the members of the Board of Directors

The Board of Directors proposes to the AGM that the current members of the Board of Directors Panu Routila, Ulf Toivonen, Eduard Paulig, Robin Blomqvist and Lars Eric Gustafsson be re-elected as members of the Board of Directors for a term of office expiring at the closing of the next Annual General Meeting following the election, and that Riikka Koskenohi be elected as a new member of the Board of Directors for the same term of office. The Board of Directors further proposes that Panu Routila be re-elected as the Chair of the Board of Directors.

Riikka Koskenohi is CEO and a member of the Board of Directors of Dagsmark Petfood Oy. She has a Bachelor of Arts degree in social sciences from Estonian Business School, and has studied at Turku School of Economics. She is considered independent of the Company and its significant shareholders.

CVs, photographs and the evaluations regarding the independence of the current members of the Board of Directors are presented on the Company's website at https://fifax.ax/en/investors/governance, and a CV, photograph and evaluation regarding the independence of the proposed new candidate will be made available on the Company's website at www.fifax.ax/agm before the AGM.

13. Resolution on the remuneration of the auditor

The Board of Directors proposes that the auditor's fees be paid on an accrual basis.

14. Election of the auditor

The Board of Directors proposes to the AGM that PricewaterhouseCoopers Oy be re-elected as the auditor of the Company.

PricewaterhouseCoopers Oy has notified the Company that if it is elected as auditor Ylva Eriksson, Authorized Public Accountant, would act as the auditor with principal responsibility. The term of office of the auditor expires at the closing of the next Annual General Meeting following the election.

15. Authorizing the Board of Directors to decide on the issuance of shares as well as on the issuance of special rights entitling to shares

The Board of Directors proposes to the AGM that the Board of Directors be authorized to decide on the issuance of new shares and/or transfer of treasury shares held by the Company as well as the issuance of special rights entitling to shares referred to in chapter 10 section 1 of the Finnish Companies Act (624/2006, as amended) as follows.

The number of shares to be issued based on this authorization shall not exceed 15,033,910 shares, which corresponds to approximately 20 per cent of all of the shares in the Company.

The Board of Directors shall decide on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed share issue).

The authorization is in force until the closing of the next Annual General Meeting, but no longer than until 21 November 2025.

16. Closing of the meeting

B. Documents of the Annual General Meeting

This notice, including the proposals for resolutions on matters on the agenda of the AGM in their entirety, is available on the Company’s website at www.fifax.ax/agm. The Annual Report 2023 of Fifax, which includes the Company’s annual accounts, the report of the Board of Directors and the auditor’s report, is also available on the same website when the registration period for the AGM commences on 30 April 2024, at the latest. The above-mentioned documents will also be available at the AGM. The minutes of the AGM will be available on the above-mentioned website by no later than on 6 June 2024.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register and registration

Each shareholder that on the record date of the AGM, 13 May 2024, is registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy, has the right to participate in the AGM. Shareholders whose shares are registered on their personal Finnish book-entry account or equity savings account are automatically registered in the shareholders’ register of the Company.

The registration period for the AGM commences on 30 April 2024 at 8:00 a.m. (EEST). A shareholder registered in the shareholders’ register of the Company that wishes to participate in the AGM shall register for the meeting by no later than 17 May 2024 at 4:00 p.m. (EEST), at which time the registration must be received.

Registration can be done in the following ways:
a) on the Company’s website at www.fifax.ax/agm.

Registration by shareholders that are natural persons requires strong electronic authentication. A natural person logging in to the service via the Company’s website will be directed to an electronic authentication page. Thereafter, the shareholder can register for the AGM and authorize a proxy representative in one session. Strong electronic authentication takes place with personal online banking credentials or a mobile certificate.

Shareholders that are legal entities are required to provide the number of their Finnish book-entry account, their business identity code and other required information to register electronically.

For shareholders that are legal entities, no strong electronic authentication is required to register electronically. However, if a legal entity uses the electronic Suomi.fi authorization service, as further described below in section C.3., strong electronic authentication of the authorized individual is required either with personal online banking credentials or a mobile certificate.

b) by email or regular mail

A notice of registration may be sent by email addressed to agm@fifax.ax or by regular mail addressed to FIFAX Plc, AGM, Lönnrotinkatu 5, FI-00120 Helsinki, Finland.

In connection with the registration, a shareholder must provide requested information, such as their name, date of birth/personal identification number or business identity code, address, telephone number and e-mail, the name of a possible authorized proxy representative, legal representative or assistant and the date of birth/personal identification number of a possible authorized proxy representative or legal representative. Any personal data provided to the Company and/or Euroclear Finland Oy by shareholders or their representatives will only be used for the purposes of the AGM and for the processing of related registrations.

Shareholders, their possible authorized proxy representative or legal representative shall, where necessary, be able to prove their identity and/or right of representation at the meeting venue.

2. Holders of nominee-registered shares

Holders of nominee-registered shares are entitled to participate in the AGM by virtue of such shares which would entitle the shareholder to be entered in the shareholders’ register of the Company maintained by Euroclear Finland Oy on the record date of the Annual General Meeting on 13 May 2024. In addition, the right to participate in the AGM requires that the shareholder has, based on such shares, been temporarily registered into the shareholders’ register maintained by Euroclear Finland Oy by 10:00 a.m. (EEST) on 20 May 2024 at the latest. For nominee-registered shares, this constitutes due registration for the AGM.

Holders of nominee-registered shares are advised to request without delay necessary instructions from their custodian for temporarily registering their shares in the shareholders’ register of the Company, issuing of proxy authorization documents and voting instructions as well as registration for the AGM. The account manager of the custodian shall temporarily register a holder of nominee-registered shares that wishes to attend the AGM in the shareholders’ register of the Company by the time stated above.

For the sake of clarity, it is noted that holders of nominee-registered shares cannot register directly for the AGM on the Company’s website, but they must be registered by their custodians instead.

3. Proxy representatives and powers of attorney 

Shareholders may participate in the AGM and exercise their rights also by way of proxy representation. Proxy representatives shall produce a dated proxy authorization document or otherwise demonstrate in a reliable manner their right to represent the shareholder at the AGM. Proxy representatives registering electronically for the AGM must identify themselves personally through strong electronic authentication, after which they can register on behalf of the shareholder they represent.

If a shareholder participates in the AGM by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative is authorized to represent the shareholder shall be identified in connection with the registration.

Shareholders that are natural persons may appoint a proxy representative in connection with the registration to the AGM at the Company’s website. Otherwise a proxy document must be used. A proxy authorization document template will be available on the Company’s website at www.fifax.ax/agm when the registration period for the AGM commences, at the latest.

Possible proxy authorization documents are requested to be submitted as an attachment in connection with the electronic registration, or alternatively by e-mail in an electronic form (e.g. PDF) to agm@fifax.ax or as originals by regular mail to the address FIFAX Plc, AGM, Lönnrotinkatu 5, FI-00120 Helsinki, Finland before the end of the registration period for the AGM, by which time the proxy authorization documents must be received. In addition to delivering proxy authorization documents, shareholders or their proxy representatives shall see to registration for the AGM in the manner described above in this notice.

Shareholders that are legal entities may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization matter “Representation at the General Meeting”). When registering for the AGM in the general meeting service, authorized representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.

4. Other instructions and information

The information concerning the AGM required under the Finnish Companies Act and the Finnish Securities Markets Act is available on the Company's website at www.fifax.ax/agm.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the AGM 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 in the Company is 75 169 554, representing a total of 75 169 554 votes. On the date of this notice, the Company holds 150,000 treasury shares, in respect of which voting rights cannot be used at the AGM.

Changes in the number of shares held after the record date of the AGM shall not have an effect on the right to participate in the AGM nor on the number of votes held by a shareholder in the AGM.

In Eckerö, 29 April 2024

FIFAX PLC

THE BOARD OF DIRECTORS