Dovre Group Plc | Stock Exchange Release | January 02, 2026, at 8:55 AM
The shareholders of Dovre Group Oyj ("Dovre") are invited to an Extraordinary General Meeting to be held on Friday 23 January 2026 at 10.00 a.m. at Scandic Helsinki Hub, Annankatu 18, 00120 Helsinki. The reception of participants and the distribution of voting tickets will commence at 9.30 a.m.
A. MATTERS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING
The following matters will be considered at the meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise 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. Authorisation of the Board of Directors to decide on a share issue and granting of special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorised to decide on
(i) the issuance of new shares and/or
(ii) the transfer of the company's own shares and/or
(iii) the granting of special rights referred to in Chapter 10, Section 1 of the Limited Liability Companies Act on the following terms:
The Board of Directors may, based on the authorisation, decide on a share issue and the granting of special rights also in deviation from the shareholders' pre-emptive rights (directed issue) subject to the conditions set out in the law. A maximum of 400,000,000 shares may be issued based on the authorisation.
The Board of Directors may use the authorisation in one or several tranches. The Board of Directors may use the authorisation to strengthen the capital structure of the company and its subsidiaries, to reduce guarantee liabilities, to improve liquidity and the company's financial position, to implement acquisitions and other arrangements, to issue convertible bonds or loans, or for other purposes decided by the Board of Directors. New shares may be issued and the company's own shares may be transferred either against payment or without payment, provided that a maximum of 140,000,000 shares may be issued without payment. New shares may also be issued to the company itself as a share issue without payment. The Board of Directors is authorised to decide on other terms of the share issue and the granting of special rights. Based on the authorisation, the Board of Directors may decide on the realisation of the company's own shares that may be held as collateral.
The authorisation is valid until 31 December 2026. The authorisation cancels previously granted authorisations concerning share issues and the granting of option rights and other special rights entitling to shares.
7. Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
The proposals of the Board of Directors, Dovre Group’s Annual report 2024, the minutes of the Extraordinary General Meeting of 12 June 2025, the trading statement for the period 1 January-30 September 2025 and the Board of Directors' report on events materially affecting the company's position after the preparation of the half-year financial report 1 January-30 June 2025, as well as this notice, are available on the company's website at www.dovregroup.com. The proposals of the Board of Directors will also be available at the Extraordinary General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request.
C. INSTRUCTIONS FOR PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
1. Shareholders registered in the shareholders' register
Each shareholder who is registered on the record date of the General Meeting, 13 January 2026, in the shareholders' register of the company held by Euroclear Finland Oy, 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.
Registration for the General Meeting will commence on 9 January 2026 at 12:00. 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 20 January 2026 at 4.00 p.m., by which time the registration must be received.
Registration for the General Meeting can be made:
a) through the link on Dovre Group Oyj's website at https://www.dovregroup.com/investors/releases-and-events/
b) by e-mail to johanna.sahlstedt@dovregroup.com
c) by telephone to Dovre Group Oyj/Johanna Sahlstedt, tel. +358 44 339 5508.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant or proxy representative and the personal identity code of the proxy representative. The personal data given to Dovre Group Oyj is used only in connection with the General Meeting and with the processing of related necessary registrations.
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 would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Oy on the record date of the General Meeting, 13 January 2026. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register held by Euroclear Finland Oy no later than on 20 January 2026 at 10.00 a.m. As regards nominee registered shares, this is considered as registration for 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 number of votes of the shareholder.
A holder of nominee registered shares is advised to request without delay necessary instructions from his/her custodian regarding the registration in the temporary shareholders' register, the issuing of proxy documents and voting instructions, and registration for the General Meeting. The account management organisation of the custodian must register a holder of nominee registered shares who wants to participate in the Extraordinary General Meeting into the temporary shareholders' register of the company no later than on 20 January 2026 at 10.00 a.m.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative of a shareholder shall produce a dated power of attorney 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 on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible powers of attorney are requested to be delivered by post to the address Dovre Group Oyj/Johanna Sahlstedt, Ahventie 4 B, 02170 Espoo, or by e-mail to johanna.sahlstedt@dovregroup.com before the end of the registration period. In addition to delivering the powers of attorney, the shareholder or his/her proxy representative shall take care of the registration for the General Meeting in the manner described above in this notice.
4. Other information
A shareholder who is present at the General Meeting has the right pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act to request information with respect to the matters to be considered at the meeting.
On the date of this notice, Dovre Group Oyj has a total of 107,746,791 shares, which represent an equal number of votes.
Espoo, 2 January 2026
DOVRE GROUP PLC
Board of Directors