Oriola Corporation Stock Exchange Release 15 January 2026 at 10:00 a.m. EET
Proposals of the Shareholders' Nomination Board of Oriola Corporation concerning
the Board of Directors to be elected by the 2026 Annual General Meeting
Oriola's Shareholders' Nomination Board presents its proposal to the 2026 Annual
General Meeting concerning the composition of the Board of Directors as follows:
· The number of members of the Board of Directors would be seven; however, if
any of the proposed members becomes unavailable prior to the Annual General
Meeting, the maximum number of elected Board members shall be the number of
proposed members available
· The current members of the Board of Directors Petra Axdorff, Ann Carlsson
Meyer, Yrjö Närhinen, Ellinor Persdotter Nilsson, Harri Pärssinen and Heikki
Westerlund would be re-elected.
· Pekka Pajamo would be elected new member of the Board of Directors
· Heikki Westerlund would be re-elected Chairman of the Board of Directors
The Nomination Board has assessed all candidates to the Board of Directors to be
independent of the company and its major shareholders. All the candidates
proposed have given their consent to being elected members of the Board of
Directors.
With regard to the selection procedure for the members of the Board of
Directors, the Shareholders' Nomination Board recommends that shareholders take
a position on the proposal as a whole at the General Meeting. The Shareholders'
Nomination Board is responsible for ensuring that the proposed Board of
Directors as a whole has sufficient expertise, knowledge and competence and that
the composition of the Board of Directors takes into account the independence
requirements set out in the Finnish Corporate Governance Code for listed
companies and the stock exchange rules that apply to the company.
The Nomination Board notes that the proposed Board composition corresponds to
the requirements of the Finnish Corporate Governance Code and the diversity
principles approved for the company. When electing Board members, attention
shall be paid to members' mutually complementary experience and competence.
The Nomination Board also proposes to the 2026 Annual General Meeting that the
remunerations would be paid to the members of the Board of Directors as follows:
· Chairman of the Board: fee for term of office of 71,400 euros (2025: 71,400
euros)
· Vice chairman of the Board: fee for term of office of 40,800 euros (2025:
40,800 euros)
· Chairman of a Board Committee (provided that person is not the Chairman or
Vice chairman of the Board): fee for term of office of 40,800 euros (2025:
40,800 euros)
· Other members of the Board: fee for term of office of 34,200 euros (2025:
34,200 euros)
· Attendance fees would remain unchanged and be paid as follows:
· for Board of Directors meetings 1,000 euros per meeting to the Chairman
for meetings held in the Chairman's home country and 2,000 euros for meetings
held elsewhere
· 500 euros per meeting to other members of the Board for meetings held in
the home country of the respective member and 1,000 euros for meetings held
elsewhere
· for committee meetings 1,000 euros per meeting to the committee Chairman
for meetings held in the Chairman's home country and 2,000 euros for meetings
held elsewhere and
· 500 euros per meeting to committee members for meetings held in the home
country of the respective committee member and 1,000 euros for meetings held
elsewhere.
· Of the fees for term of office, 40 per cent would be paid in Oriola
Corporation's shares and 60 per cent would be paid in cash, so that the Oriola
Corporation's shares would be acquired for the Board members on the Nasdaq
Helsinki Stock Exchange within two weeks from the release of the Interim Report
1 January-31 March 2026 of the company.
· Travel expenses would be reimbursed in accordance with the travel policy of
the company
The Board of Directors of Oriola will include these proposals of the Nomination
Board in the notice of the 2026 Annual General Meeting.
It is noted that Pekka Pajamo has resigned from Oriola's Shareholders'
Nomination Board and has not participated in the final assessment process made
by the Nomination Board, nor has he participated in the preparation of the
proposals of the Shareholders' Nomination Board. In accordance with the rules of
procedure of the Oriola's Shareholders' Nomination Board the Nomination Board
has continued its work in a composition of four members consisting of: Peter
Immonen (Chairman of the Board of Directors of WIP Asset Management Oy, member
of the Board of Directors of Mariatorp Oy and Wipunen varainhallinta Oy) as
acting chairman, Annika Ekman (Chief Investment Officer, Ilmarinen Mutual
Pension Insurance Company), Jari Paloniemi (M.Sc. [Economics]) and Jukka Ylppö
(M.Sc. [Technology] and M.Sc. [Economics]). Heikki Westerlund, Chairman of the
Board of Directors of Oriola, has participated in the work of the Nomination
Board as an invited expert.
Presentation of Pekka Pajamo:
Pekka Pajamo (b. 1962, Finnish citizen, M.Sc. [Econ.]) has served as Senior Vice
-President, Finance and Internal Services of Varma Mutual Pension Insurance
Company since 2012. Prior to this Pajamo was employed by KPMG Oy AB 1988-2012,
as Authorised Public Accountant 1993-2012 and Partner 1998-2012. Pajamo
currently serves as member of the board of the Finnish National Gallery, Leino
Group and the Ida Aalberg Foundation.
Oriola Corporation
Further information:
Peter Immonen
Acting Chairman of the Shareholders' Nomination Board
e-mail: peter.immonen@wip.fi
Petter Sandström
General Counsel, secretary to the Board of Directors
tel. +358 10 429 5761
e-mail: petter.sandstrom@oriola.com
Distribution:
Nasdaq Helsinki Ltd
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