Anora Group Plc Stock exchange release 7 November 2025 at 1.30 p.m. EET
Anora Group Plc: Notice of the Extraordinary General Meeting of Anora Group Plc
Notice is given to the shareholders of Anora Group Plc (“Anora” or the
“Company”) of the Extraordinary General Meeting (the “General Meeting”) to be
held on Wednesday, 3 December 2025 at 2:00 p.m. (EET). The General Meeting is
held without a meeting place via real-time remote access as a virtual meeting in
accordance with the Company's Articles of Association Section 9 and Chapter 5,
Section 16 (3) of the Finnish Companies Act. Instructions for participation are
set out in Section C of this notice to the General Meeting.
Shareholders may exercise their voting rights by voting in advance. Instructions
for advance voting are presented in the section C of this notice.
A. Matters on the agenda of the General Meeting
The information referred to under agenda items 1-5 and the proposals pertaining
to the formal organisational matters of the General Meeting are included in a
separate organisational document published on the Company's website at
www.anora.com/en/investors/governance/general-meeting-of-shareholders/extra
-general-meeting-2025. The document also constitutes a part of this notice. The
document may be supplemented at the General Meeting with information that is not
available prior to the General Meeting.
At the General Meeting, 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 to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Election of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the General Meeting that Atle
Vidar Nagel Johansen be elected as new member of the Board of Directors to
replace Michael Holm Johansen who is resigning from the Board of Directors. In
other respects, the composition of the Board of Directors shall remain as
elected at the Annual General Meeting on 15 April 2025.
Further, the Shareholders' Nomination Board proposes that Atle Vidar Nagel
Johansen be elected as Chairperson of the Board of Directors.
The Nomination Board proposes that Atle Vidar Nagel Johansen is paid the
remuneration for Board members decided by the Annual General Meeting on 15 April
2025, including the annual fee for the chairperson of the Board proportionate to
the length of his term.
The CV of the person proposed as member and Chairperson of the Board of
Directors as well as the CVs of the current members of the Board of Directors
are available on the Company's website at
www.anora.com/en/investors/governance/general-meeting-of-shareholders/extra
-general-meeting-2025.
7. Closing of the meeting
B. Documents of the General Meeting
This notice and the proposal for resolution on the agenda of the General
Meeting, are available on the Company's website at
www.anora.com/en/investors/governance/general-meeting-of-shareholders/extra
-general-meeting-2025. Copies of these documents will be sent to shareholders
upon request.
The minutes of the General Meeting will be available on the above-mentioned
website as from 17 December 2025 at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder who is registered in the shareholders' register of the Company
maintained by Euroclear Finland Oy on the record date of the General Meeting, on
21 November 2025, has the right to participate in the General Meeting. A
shareholder whose shares are registered on his/her personal Finnish book-entry
account is registered in the shareholders' register of the Company. Instructions
for holders of nominee-registered shares are set out below under Section C.2.
“Holders of nominee-registered shares''.
A shareholder who is registered in the shareholders' register of the Company and
who wants to participate in the General Meeting, shall register for the meeting
no later than on 28 November 2025 at 10:00 a.m. (EET) by giving a prior notice
of participation. The notice must be received before the end of registration
period. Registration for the General Meeting starts on 7 November 2025 at 3:00
p.m. (EET):
(a) through the Company's website at
www.anora.com/en/investors/governance/general-meeting-of-shareholders/extra
-general-meeting-2025.
Electronic registration requires that the shareholder or its statutory
representative or proxy representative uses strong electronic authentication
either by Finnish, Swedish or Danish bank ID or mobile certificate.
(b) by regular mail by submitting the registration and advance voting form,
which is available on the abovementioned Company's website, or corresponding
information to the address Innovatics Ltd, General Meeting / Anora Group Plc,
Ratamestarinkatu 13 A, 00520 Helsinki, Finland; or
(c) by submitting the registration and advance voting form, which is
available on the abovementioned Company's website, or corresponding information
by e-mail to egm@innovatics.fi.
In connection with the registration, a shareholder must state his/her name, date
of birth or business identity code, address, telephone number and/or e-mail and
the name of a proxy representative or legal representative and the date of birth
and telephone number and/or e-mail of the proxy representative or legal
representative. The personal data given to the Company by shareholders is used
only in connection with the General Meeting and with the processing of related
registrations.
Further information on registration and advance voting is available by telephone
during the registration period of the General Meeting by calling Innovatics Ltd
at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon and from 1:00 p.m.
to 4:00 p.m.
2. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the
General Meeting by virtue of such shares based on which he/she on the record
date of the General Meeting, i.e. on 21 November 2025, would be entitled to be
registered in the shareholders' register of the Company maintained by Euroclear
Finland Oy. The right to participate in the General Meeting requires, in
addition, that the shareholder has, on the basis of such shares, been
temporarily registered in the shareholders' register maintained by Euroclear
Finland Oy at the latest by 28 November 2025 at 10:00 a.m. (EET). As regards
nominee-registered shares, this constitutes due registration for the General
Meeting. Changes in the share ownership following the record date of the General
Meeting do not have an impact on the right to participate in the General Meeting
nor on the number of votes of the shareholder.
A holder of nominee-registered shares is advised to request without delay the
necessary instructions regarding the temporary registration in the shareholders'
register of the Company, the issuing of proxy documents, registration for the
General Meeting as well as advance voting from his/her custodian bank. The
account management organization of the custodian bank shall temporarily register
the holder of the nominee-registered shares who wishes to participate in the
General Meeting into the shareholders' register of the Company by the time
stated above at the latest as well as take care of advance voting on behalf of
the nominee-registered shareholder prior to the expiry of the registration
period for nominee-registered shareholders.
A holder of nominee-registered shares who has registered for the General Meeting
may also participate in the meeting in real time using telecommunication
connection and technical means. In addition to the temporary registration in the
Company's shareholders' register, the real-time participation in the meeting
requires the submission of the shareholder's e-mail address and telephone number
and, if necessary, a proxy document and other documents necessary to prove the
right of representation to by regular mail to Innovatics Ltd, General Meeting /
Anora Group Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to
egm@innovatics.fi before the end of the registration period for the holders of
nominee registered shares, so that the shareholder can be sent a participation
link and password to participate in the meeting. If a holder of nominee
-registered shares has authorized their custodian to cast advance votes on their
behalf, such advance votes will be taken into account as advance votes of the
nominee-registered shareholder at the General Meeting, unless the holder of
nominee-registered shares votes otherwise at the General Meeting.
Further information on these matters can also be found on the Company's website
at www.anora.com/en/investors/governance/general-meeting-of-shareholders/extra
-general-meeting-2025.
3. Proxy representatives and powers of attorney
A shareholder who has registered for the meeting may participate in and exercise
his/her rights at the General Meeting by way of proxy representation.
Shareholders' proxy representative may also vote in advance in the manner
described in this notice. A proxy representative must use his/her personal
strong electronic authentication when registering through the electronic
registration service for the meeting and advance voting, after which they can
register and vote in advance on behalf of the represented shareholder.
A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
General Meeting. When 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 shall be identified in connection with the
registration for the General Meeting.
A proxy document template and the voting instructions will be available on the
Company's website at www.anora.com/en/investors/governance/general-meeting-of
-shareholders/extra-general-meeting-2025 when the registration and advance
voting period starts. Possible proxy documents should be delivered as attached
files in connection with electronic registration, by mail to Innovatics Ltd,
General Meeting / Anora Group Plc, Ratamestarinkatu 13 A, 00520 Helsinki,
Finland or by email to egm@innovatics.fi before the end of registration. In
addition to delivering the proxy documents the shareholder or its proxy
representative shall also register to the General Meeting in the manner set out
above in this notice.
Shareholders can also use the electronic Suomi.fi authorization service instead
of a traditional proxy document. In such cases, the shareholder authorizes a
proxy that they nominate in the Suomi.fi authorization service at www.suomi.fi/e
-authorizations using the mandate theme “Representation at the General Meeting”.
The assignee must identify him/herself with strong electronic authentication
when registering, after which they can register and vote in advance on behalf of
the shareholder they represent. The strong electronic authentication works with
bank codes or Mobile ID. For more information, see www.suomi.fi/e
-authorizations.
4. Participation instructions
Shareholders entitled to attend the General Meeting will participate in the
meeting and exercise their rights during the meeting fully and in real time via
remote access.
Remote access to the General Meeting will be provided through Inderes Oyj
general meeting service on the Videosync platform, which includes video and
audio access to the General Meeting. Remote access does not require any paid
software or downloads. In addition to an internet connection, participation
requires a computer, smartphone or tablet with speakers or headphones for sound
and a microphone if you wish to speak. One of the following browsers is
recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is
advisable to log in to the meeting system well in advance of the meeting.
The participation link and password for remote participation will be sent by e
-mail and/or SMS to the e-mail address and/or mobile phone number provided at
the time of registration to all those who have registered for the General
Meeting no later than the day before the General Meeting. Thus, shareholders who
have voted in advance can also participate in the General Meeting remotely via
telecommunication if they wish. The votes cast by advance voters will be taken
into account in the decision of the General Meeting, regardless of whether they
participate in the General Meeting remotely or not. If they participate
remotely, they will be able to change their advance votes during the meeting if
they so wish, should a vote take place.
For more information on the general meeting service, additional instructions for
proxies representing more than one shareholder, contact details of the service
provider and instructions in case of possible disruptions can be found here:
https://vagm.fi/support. A link to test the compatibility of your computer,
smartphone or tablet with the network connection can be found here:
https://demo.videosync.fi/agm-compatibility?language=en. It is recommended that
you read the detailed participation instructions before the meeting.
5. Advance voting
Shareholders with a Finnish book-entry account may vote in advance on certain
matters on the agenda of the General Meeting during the period from 7 November
2025 at 3:00 p.m. (EET) until 28 November 2025 at 10:00 a.m. (EET).
Unless a shareholder who has voted in advance is also present in the General
Meeting in person or by proxy representation, it is not possible for him/her to
pose questions or to request a vote at the General Meeting.
Advance voting can take place:
(a) through the Company's website at
www.anora.com/en/investors/governance/general-meeting-of-shareholders/extra
-general-meeting-2025.
Voting in advance requires that the shareholder or its statutory representative
or proxy representative uses strong electronic authentication either by Finnish,
Swedish or Danish bank ID or mobile certificate.
(b) by regular mail or email.
A shareholder may deliver a registration and an advance voting form available on
the Company's website or corresponding information by mail to Innovatics Ltd,
General Meeting / Anora Group Plc, Ratamestarinkatu 13 A, 00520 Helsinki,
Finland or by email to egm@innovatics.fi.
If a shareholder participates in the General Meeting by submitting advance votes
by mail or e-mail to Innovatics Ltd, the submission of votes before the end of
the registration period and advance voting constitutes due registration for the
General Meeting provided that the aforementioned information required for the
registration mentioned above in Section C. 1. is received before the end of the
advance voting period.
With regards to holders of nominee-registered shares, the advance voting is
performed via the account management organization. The account management
organization 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.
Instructions concerning the voting can be found on the Company's website on 7
November 2025.
6. Other instructions and information
The language of the meeting will be Finnish.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the General Meeting has the right to pose questions with
respect to the matters to be considered at the General Meeting. Shareholders may
exercise their right to request information during the meeting orally by using
their microphone.
On the date of this notice of the General Meeting, 7 November 2025, the total
number of shares and votes in the Company is 67 553 624. Changes in the share
ownership following the record date of the General Meeting do not have an impact
on the right to participate in the General Meeting nor on the number of votes of
the shareholder.
In Helsinki, 7 November 2025
ANORA GROUP PLC
Board of Directors
Contacts:
Milena Hæggström, Director, Investor Relations,
tel. +358 40 5581 328, milena.haeggstrom@anora.com
Distribution:
Nasdaq Helsinki Ltd
Principal media
www.anora.com
APPENDIX: Proposal by Anora's Shareholders' Nomination Board on the election of
new Chairperson of the Board of Directors
Anora Group Plc's Shareholders' Nomination Board has submitted a proposal to the
company's Board of Directors on the election of a new Chairperson of the Board
of Anora Group Plc. Serving Chairperson Michael Holm Johansen has informed the
Nomination Board that he would wish step down after the approval of Anora's
updated strategy.
The Nomination Board proposes that Atle Vidar Nagel Johansen would be elected as
member and Chairperson of the Board of Directors of Anora Group Plc by an
extraordinary general meeting for a term ending at the conclusion of the next
Annual General Meeting.
The other serving shareholder elected members of the Board - Jyrki Mäki-Kala,
Christer Kjos, Annareetta Lumme-Timonen, Florence Rollet and Rebecca Tallmark-
will continue in their roles in accordance with the resolution of the Annual
General Meeting held on 15 April 2025. In addition to the Board members elected
by the Annual General Meeting, Anora's employees have, in accordance with the
agreement on employee participation between Anora and the special negotiating
body of the employees, elected one member and his/her deputy to the Board of
Directors. As announced earlier, Jussi Mikkola (deputy Tero Kollanus) was
elected in April 2024 and his term of office lasts until the end of the Annual
General Meeting 2026.
“On behalf of the Nomination Board, I would like to thank Michael Holm Johansen
for his long service and valuable contributions as a Chairperson of the Board of
first Arcus and then Anora, and express our sincere thanks to Michael for his
steadfast leadership and hard work for the company. We wish him continued
success in his future endeavours,” says Stein Erik Hagen, Chairman of the
Nomination Board.
Atle Vidar Nagel Johansen has given his consent to the position and, according
to the Nomination Board's assessment, is independent of the company and its
significant shareholders.
The Nomination Board proposes that Atle Vidar Nagel Johansen is paid the
remuneration for Board members decided by the Annual General Meeting on 15 April
2025, including the annual fee for the chairperson of the Board proportionate to
the length of his term.
Anora is a leading wine and spirits brand house in the Nordic region and a
global industry forerunner in sustainability. Our market-leading portfolio
consists of our own iconic Nordic brands and a wide range of prominent
international partner wines and spirits. We export to close to 30 markets
globally. Anora Group also includes Anora Industrial and logistics company
Vectura. In 2024, Anora's net sales were EUR 692.0 million and the company
employs about 1,200 professionals. Anora's shares are listed on Nasdaq Helsinki.