Oriola

Oriola Corporation  Investor news  15 April 2025 at 9:00 a.m. EEST

Oriola Corporation to publish its Interim Report for January-March 2025 on 29 April 2025

Oriola Corporation will publish its Interim Report for January-March 2025 on Tuesday 29 April 2025 at around 8:30 a.m. EEST. The Interim Report will be available on Oriola's website after the publication.

Welcome to join our results presentation

CEO Katarina Gabrielson and CFO Mats Danielsson will present the Q1 results at a webcast meeting on the same day starting at 10.00 a.m. EEST. The link to the webcast will be available on Oriola's website: https://www.oriola.com/investors/.

Q&A

Questions to the management can be presented through the webcast chat.

Presentation material and recording

The presentation material and a recording of the webcast will be available on Oriola's website: https://www.oriola.com/investors/reports-and-presentations/

Oriola Corporation

Further information:

Tua Stenius-Örnhjelm, Investor Relations
tel. +358 40 748 8864
investor.relations@oriola.com

Oriola Corporation  Stock Exchange Release  9 April 2025 at 9:00 a.m. EEST

Oriola publishes comparative information for new key financial indicators

Oriola publishes comparative information for new key financial indicators that Oriola will be reporting on starting from 1 January 2025.

The introduction of new key financial indicators aims to improve transparency in Oriola's financial reporting. The new financial indicators are reported as alternative performance measures and are the following: Sales margin, EBITDA (earnings before interest, taxes, depreciation, amortisation and impairments), adjusted EBITDA and free cash flow.

Oriola's segment reporting remains unchanged with two reporting segments: Distribution and Wholesale.

The comparative information is presented below and in the Excel file attached to this release and can also be found on the company's website: https://www.oriola.com/investors/reports-and-presentations. The financial information presented in the release has not been audited.

Oriola Corporation

Further information:

Mats Danielsson, CFO
mats.danielsson@oriola.com

Distribution:

Nasdaq Helsinki Ltd
Key media

Comparative information:

Calculation of alternative performance measures:

Oriola Corporation  Stock Exchange Release - Major shareholder announcement  7 April 2025 at 11:15 a.m. EEST

Oriola Corporation: Flagging notification in accordance with the Finnish Securities Market Act Chapter 9 § 5

Oriola Corporation has received a disclosure under Chapter 9, Section 5 of the Securities Markets Act from Varma Mutual Pension Insurance Company following the combination of Oriola's share classes and the related directed issuance of shares without payment registered in the Finnish Trade Register on 4 April 2025. According to the disclosure, Varma Mutual Pension Insurance Company's ownership of Oriola Corporation's votes decreased below 5 per cent.

Total positions of Varma Mutual Pension Insurance Company subject to the notification obligation:

Notified details of the resulting situation on the date on which the threshold was crossed or reached:

Oriola Corporation

Further information:

Petter Sandström
General Counsel
tel. +358 10 429 5761
e-mail: petter.sandstrom@oriola.com

Distribution:
Nasdaq Helsinki Ltd.
Key media

Oriola Corporation  Stock Exchange Release - Major shareholder announcement  7 April 2025 at 11:15 a.m. EEST

Oriola Corporation: Flagging notification in accordance with the Finnish Securities Market Act Chapter 9 § 5

Oriola Corporation has received a disclosure under Chapter 9, Section 5 of the Securities Markets Act from Ilmarinen Mutual Pension Insurance Company following the combination of Oriola's share classes and the related directed issuance of shares without payment registered in the Finnish Trade Register on 4 April 2025. According to the disclosure, Ilmarinen Mutual Pension Insurance Company's ownership of Oriola Corporation's votes decreased below 5 per cent.

Total positions of Ilmarinen Mutual Pension Insurance Company subject to the notification obligation:

Notified details of the resulting situation on the date on which the threshold was crossed or reached:

Oriola Corporation

Further information:

Petter Sandström
General Counsel
tel. +358 10 429 5761
e-mail: petter.sandstrom@oriola.com

Distribution:
Nasdaq Helsinki Ltd.
Key media

Oriola Corporation  Managers' transactions  7 April 2025 at 10:30 a.m. EEST

Oriola Oyj - Managers' Transactions - Westerlund
____________________________________________
Person subject to the notification requirement
Name: Riikka Westerlund
Position: Closely associated person
(1):Person Discharging Managerial Responsibilities In Issuer
Name: Heikki Westerlund
Position: Member of the Board
Issuer: Oriola Oyj
LEI: 549300UWB1AIR85BM957
Notification type: INITIAL NOTIFICATION
Reference number: 103129/5/6
____________________________________________
Transaction date: 2025-04-04
Outside a trading venue
Instrument type: SHARE
ISIN: FI0009014351
Nature of transaction: SUBSCRIPTION
Transaction details
(1): Volume: 19834 Unit price: 0 EUR
Aggregated transactions (1):
Volume: 19834 Volume weighted average price: 0 EUR

Oriola Corporation  Stock Exchange Release - Major shareholder announcement  4 April 2025 at 2:15 p.m. EEST

Oriola Corporation: Flagging notification in accordance with the Finnish Securities Market Act Chapter 9 § 5

Oriola Corporation has received a disclosure under Chapter 9, Section 5 of the Securities Markets Act from Maa- ja vesitekniikan tuki ry. following the combination of Oriola's share classes and the related directed issuance of shares without payment registered in the Finnish Trade Register on 4 April 2025. According to the disclosure, Maa- ja vesitekniikan tuki ry's ownership of Oriola Corporation's votes decreased below 5 per cent.

Total positions of Maa- ja vesitekniikan tuki ry. subject to the notification obligation:

Notified details of the resulting situation on the date on which the threshold was crossed or reached:

Oriola Corporation

Further information:
Petter Sandström
General Counsel
tel. +358 10 429 5761
e-mail: petter.sandstrom@oriola.com

Distribution:
Nasdaq Helsinki Ltd.
Key media

Oriola Corporation Stock Exchange Release 4 April 2025 at 11:10 a.m. EEST

The combination of Oriola's share classes and the related directed issuance of shares without payment and the amendment of the Articles of Association registered with the Finnish Trade Register

Due to the combination of the class A and class B shares of Oriola Corporation (the "Company"), a total of 3,839,165 new shares issued to holders of class A shares in a directed share issue without payment have been registered with the Finnish Trade Register on 4 April 2025, in accordance with the resolution made by the Annual General Meeting on 2 April 2025. Simultaneously, the combination of the Company's share classes as well as the amendments to the Articles of Association related thereto have been registered with the Finnish Trade Register. The new amended Articles of Association are attached to this stock exchange release.

The new shares carry full shareholder rights as of registration, but do not entitle to the dividend decided by the Annual General Meeting on 2 April 2025. After the registration of the new shares and the combination of share classes, the total number of the Company's shares is 185,325,378 shares. The total number of votes that the Company's shares carry after the registration is 185,325,378 votes. The combination of share classes and the related directed share issue without payment have no effect on the share capital on the Company.

The Company has applied for the new shares issued in the directed share issue without payment and the shares created as a result of the conversion of class A shares to be admitted to public trading on the official list of Nasdaq Helsinki Ltd. Trading in the Company's only share class and the new shares is expected to commence under ISIN code FI0009014351 and the new trading code ORIOLA on or about 7 April 2025, or as soon as possible thereafter.

Oriola Corporation
Board of Directors

For additional information, please contact:

Heikki Westerlund
Chairman of the Board of Directors
tel. +358 50 559 6580

Petter Sandström
General Counsel, secretary to the Board of Directors
tel.  +358 50 429 5761
e-mail: petter.sandstrom@oriola.com

Distribution:
Nasdaq Helsinki Ltd
Key media
www.oriola.com

Attachment: Articles of Association of Oriola Corporation

Oriola Corporation's Stock Exchange Release 2 April 2025 at 8:05 p.m.

Decisions of the constitutive meeting of the Board of Directors and decisions related to the combination of share classes of Oriola Corporation

1. Vice Chairman of the Board of Directors, composition of the Board committees and independence of the members of the Board of Directors

In its constitutive meeting convening after the Annual General Meeting, the Board of Directors of Oriola Corporation elected Harri Pärssinen as Vice Chairman of the Board of Directors.

The Board appointed from among its members the following members to the Board's Audit Committee and Compensation and Human Resources Committee:

Audit Committee:
Harri Pärssinen (Chairman), Petra Axdorff and Nina Mähönen

Compensation and Human Resources Committee:
Yrjö Närhinen (Chairman), Ann Carlsson Meyer, Ellinor Persdotter Nilsson and Heikki Westerlund

The Board of Directors has assessed the independence of the members of the Board of Directors, and determined, that all members of the Board of Directors are independent of the company and its significant shareholders.

2. Combination of share classes, directed issuance of shares without payment and amendment of the Articles of Association

As previously announced today, 2 April 2025, the company's Annual General Meeting resolved to approve the proposal presented by the shareholder and supported by the Board of Directors on the combination of share classes and a directed issuance of shares without payment as well as amendments to the Articles of Association due to the combination of share classes. According to the decision, the Board of Directors is authorised to resolve on other terms and practical aspects of the directed issuance of shares without payment. The Board of Directors confirmed that the total number of new shares to be issued in the directed issuance of shares without payment related to the combination of share classes is 3,839,165.

The Company will announce the directed issuance of shares to be registered with the Finnish Trade Register simultaneously with the amendment to the Articles of Association, or as soon as possible thereafter. The new shares will carry full shareholder rights as of registration. For the sake of clarity, it should be noted that the new shares do not entitle their holder to the dividend decided by the Annual General Meeting on 2 April 2025. The combination of the share classes, the amendment to the Articles of Association and the directed issuance of shares without payment will be registered with the Finnish Trade Register on or about 4 April 2025.

The record date for the combination of share classes and the new shares is 4 April 2025 and the related book-entry account entries are expected to be recorded on 7 April 2025. Trading in the Company's only single share class and the new shares will commence on or about 7 April 2025 under ISIN code FI0009014351 and the new trading code ORIOLA. Danske Bank A/S, Finland Branch acts as the issuer agent appointed by the Company in connection with the combination of the share classes.

The fractions of the shares will be sold in public trading on Nasdaq Helsinki on or about 8 April 2025 and the proceeds from the sale will be transferred to the shareholders' cash account linked to the book-entry account on or about 10 April 2025.

The combination of share classes will not require any actions by shareholders.

Oriola Corporation

Further information:

Petter Sandström
General Counsel
tel. +358 10 429 5761
e-mail: petter.sandstrom@oriola.com

Mikael Wegmüller
VP, Communications and Sustainability
tel. +358 40 776 2314
email: mikael.wegmuller@oriola.com

Distribution:
Nasdaq Helsinki Ltd
Key media

Oriola Corporation's Stock Exchange Release 2 April 2025 at 6:00 p.m.

Resolutions of the Annual General Meeting of Oriola Corporation - Combination of share classes and thereto related directed issuance of shares without payment approved

Oriola Corporation's Annual General Meeting held on 2 April 2025 passed the following resolutions:

1. Adoption of the financial statements, discharge from liability and presentation of the Remuneration Report

The Annual General Meeting adopted the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year ending 31 December 2024. The Annual General Meeting approved, through an advisory resolution, the company's Remuneration Report for governing bodies.

2. Payment of dividend

The Annual General Meeting resolved that a dividend of EUR 0.07 per share shall be paid on the basis of the balance sheet adopted for the financial year ending 31 December 2024. The dividend is paid to shareholders registered in the company's shareholders register held by Euroclear Finland Oy on the dividend record date 4 April 2025. The payment date of the dividend is 15 April 2025.

3. The composition and fees of the members of the Board of Directors

The Annual General Meeting confirmed that the Board of Directors is composed of seven members. Current members of the Board of Directors Petra Axdorff, Ann Carlsson Meyer, Nina Mähönen, Yrjö Närhinen, Ellinor Persdotter Nilsson, Harri Pärssinen and Heikki Westerlund were re-elected to the Board of Directors. Mr Heikki Westerlund was re-elected as Chairman of the Board of Directors.

The Annual General Meeting confirmed that the fee for the term of office of the Chairman of the Board of Directors is EUR 71,400, the fee for the term of office of the Vice Chairman of the Board of Directors is EUR 40,800, the fee for the term of office of the Chairman of a Board Committee, provided that the person is not the Chairman or Vice Chairman of the Board of Directors, is EUR 40,800 and the fee for the term of office of the other members of the Board of Directors is EUR 34,200. Of the fees for term of office, 60 per cent shall be paid in cash and 40 per cent shall be used to acquire shares of the one single share class of Oriola Corporation for the Board members on the Nasdaq Helsinki Stock Exchange within two weeks from the release of the Interim Report 1 January - 31 March 2025 of the company. Attendance fees remained unchanged so the Chairman of the Board of Directors receives an attendance fee of EUR 1,000 per meeting for meetings of the Board of Directors held in the Chairman's home country and EUR 2,000 for meetings of the Board of Directors held elsewhere and the other members of the Board of Directors receive attendance fees of EUR 500 per meeting for meetings held in the home country of the respective member of the Board of Directors and EUR 1,000 for meetings held elsewhere. Attendance fees are correspondingly also paid to the Chairman and members of company committees. Travel expenses are compensated in accordance with the travel policy of the company.

4. Election of auditor and resolution on the remuneration of the auditor

Authorised Public Accountants KPMG Oy Ab, who has put forward Authorised Public Accountant Kim Järvi as principal auditor, was re-elected as the auditor of the company. The auditor's fees shall be paid according to invoice approved by the company.

5. Election of sustainability reporting assurance provider and remuneration of the sustainability reporting assurance provider

Authorised Sustainability Audit Firm KPMG Oy Ab, who has put forward Kim Järvi as principal authorised sustainability auditor, was re-elected as the sustainability reporting assurance provider of the company. The fees of the company's sustainability reporting assurance provider shall be paid according to invoice approved by the company.

6. Shareholder's proposal to the Annual General Meeting on combination of share classes and thereto related directed issuance of shares without payment as well as amendment of the Articles of Association

The Annual General Meeting approved the shareholder's proposal to combine the company's A and B share classes without increasing the share capital so that after the combination of the share classes, the company will have only one single share class. The company's only single share class is subject to trading on the official list of Nasdaq Helsinki Ltd and each share carries one (1) vote and has equal rights. The company requested a suspension of trading for the duration of the processing of the matter.

The Annual General Meeting resolved to amend the provisions of the company's Articles of Association concerning the different share classes in Article 3 and Article 11, Sections 1 and 2 of the Articles of Association in accordance with the shareholder's proposal.

The Annual General Meeting resolved on a directed issuance of shares without payment in relation to the combination of share classes in accordance with the shareholder's proposal. An issuance of shares without payment will be directed to the holders of class A shares without increasing the share capital in such a way that, in deviation from the pre-emptive subscription right of the shareholders, each fourteen (14) class A shares held in the same book-entry account entitle their holder, without payment, to one (1) new share belonging to the company's single share class. Based on the combination of the share classes and the directed issuance of shares without payment, the holding of each fourteen (14) class A shares converts to an ownership of fifteen (15) shares in the company. If the number of new shares received by an owner of class A shares in the issuance of shares (for each book-entry account) is a fractional number, the fractions are rounded down to the nearest whole share. The shares, which would be issued in the issuance of shares in fractions of shares, will be sold on behalf of the persons entitled to shares. The maximum number of shares to be issued in the directed issuance of shares without payment is 3,839,165 shares.

The company's Board of Directors is authorised to resolve on other terms and practical aspects of the directed issuance of shares without payment.

7. Authorisation for the Board of Directors to decide on a share issue against payment

In accordance with the proposal of the Board of Directors, the Annual General Meeting authorised the Board of Directors to decide on a share issue against payment in one or more issues. This authorisation comprises the right to issue new shares or assign treasury shares held by the company. The authorisation covers a maximum of 18,000,000 shares of the one single share class of the company representing approximately 9.92 per cent of all shares in the company.

This authorisation granted to the Board of Directors includes the right to derogate from the shareholders' pre-emptive subscription right, provided that there is, in respect of the company, a weighty financial reason for the derogation. Subject to the above restrictions, this authorisation may be used i.a. to develop the capital structure of the company. This authorisation may not be used in order to execute the share-based incentive plan for the Oriola Group's executives and the share savings plan for the Oriola Group's key personnel. Pursuant to this authorisation, shares held by the company as treasury shares may also be sold through trading on regulated market organised by Nasdaq Helsinki Ltd. This authorisation includes the right for the Board of Directors to decide on the terms of the share issue in the manners provided for in the Companies Act including the right to decide whether the subscription price is credited in part or in full to the invested unrestricted equity reserves or to the share capital.

This authorisation is in effect for a period of eighteen (18) months from the decision of the Annual General Meeting. The authorisation revokes all previous share issue authorisations granted to the Board of Directors to the extent they had not been exercised.

8. Authorisation for the Board of Directors to decide on the issuance of shares against payment

In accordance with the proposal of the Board of Directors, the Annual General Meeting authorised the Board of Directors to decide on a share issue against payment in one or more issues. This authorisation comprises the right to issue new shares or assign treasury shares held by the company. This authorisation covers a combined maximum of 18,000,000 of shares of the one single share class of the company, representing approximately 9.92 per cent of all shares in the company.

This authorisation granted to the Board of Directors includes the right to derogate from the shareholders' pre-emptive subscription right provided that there is, in respect of the company, a weighty financial reason for the derogation. Subject to the above restrictions, the authorisation may be used as payment of consideration when financing and executing corporate acquisitions or other business arrangements and investments. This authorisation may not be used in order to execute the share-based incentive plan for the Oriola Group's executives and the share savings plan for the Oriola Group's key personnel. Pursuant to this authorisation, shares held by the company as treasury shares may also be sold through trading on the regulated market organised by Nasdaq Helsinki Ltd. This authorisation includes the right for the Board to decide on the terms of the share issue in the manners provided for in the Companies Act including the right to decide whether the subscription price is credited in part or in full to the invested unrestricted equity reserves or to the share capital.

This authorisation is in effect for a period of eighteen (18) months from the decision of the Annual General Meeting. The authorisation revokes all previous share issue authorisations granted to the Board of Directors to the extent that they have not been exercised and with the exception of authorisations granted to the Board of Directors earlier during the Annual General Meeting.

9. Authorising the Board of Directors to decide on the issuance of shares without payment to the company and on a directed share issue in order to execute the share-based incentive plan for the Oriola Group's executives and the share savings plan for the Oriola Group's key personnel

(i) In addition to the authorisations presented above the Board of Directors was authorised to decide on a share issue without payment to the company in one or more issues. The maximum number of shares of the one single share class of the company to be issued under this authorisation is 250,000, representing 0.14 per cent of all shares in the company.

The Board of Directors decides upon all other matters related to the issuing of shares.

The purpose of this authorisation is to enable the creation of own shares to be used in the share-based incentive plan for the Oriola Group's executives and the share savings plan for the Oriola Group's key personnel as described below.

(ii) In deviation from the shareholders' pre-emptive right, the Board of Directors was authorised to issue the company's shares in one or more issues. This authorisation granted to the Board of Directors includes the right to derogate from the shareholders' pre-emptive subscription right, provided that there is, in respect of the company, a weighty financial reason for the derogation. The shares to be issued can be either new shares or own treasury shares. The total number of shares to be issued under this authorisation is 250,000 shares of the one single share class of the company. The share issue may be without payment. The shares concerned represent approximately 0.14 per cent of all shares in the company. The Board of Directors may exercise this authorisation in the share-based incentive plan for the Oriola Group's executives and in the share savings plan for the Oriola Group's key personnel.

The Board of Directors decides upon all other matters related to share issues, the executives' incentive plan, and the key personnel's share savings plan.

Deciding upon a directed share issue without payment requires that there is a particularly weighty financial reason for the deviation in respect of the company and taking into account the interest of all of its shareholders.

The authorisation revokes all other share issue authorisations granted to the Board of Directors with the exception of those decided earlier during this Annual General Meeting.

The authorisations in accordance with this section shall be valid eighteen (18) months from the decision of the Annual General Meeting.

10. Authorisation for the Board of Directors to decide on the repurchase of the company's own shares

In accordance with the proposal of the Board of Directors, the Annual General Meeting authorised the Board of Directors to decide on repurchasing of the company's own shares. This authorisation entitles the Board of Directors to decide on the repurchase of no more than 18,000,000 shares of the one single share class of the company representing approximately 9.92 per cent of all shares in the company. This authorisation may only be used in such a way that in total no more than one tenth (1/10) of all shares in the company may at each time be in the possession of the company and its subsidiaries.

Shares may also be repurchased in accordance with the resolution of the Board of Directors in a proportion other than in which shares are owned by the shareholders, using funds belonging to the company's unrestricted equity and at a price formed in trading on regulated market on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. The repurchase of shares reduces the company's distributable unrestricted equity. Shares may be repurchased to develop the company's capital structure, to execute corporate transactions or other business arrangements, to finance investments, to be used as a part of the company's incentive schemes or to be otherwise relinquished, held by the company or cancelled.

According to the authorisation, the Board of Directors decides on all other matters related to the repurchase of shares. The authorisation to repurchase own shares is in force for a period of not more than eighteen (18) months from the decision of the Annual General Meeting. This authorisation revokes the authorisation given to the Board of Directors by the Annual General Meeting on 19 March 2024 in respect of repurchase of the company's own class B shares.

Oriola Corporation

Petter Sandström
General Counsel

Further information:

Petter Sandström
General Counsel
tel. +358 10 429 5761
e-mail: petter.sandstrom@oriola.com

Mikael Wegmüller
VP, Communications and Sustainability
tel. +358 40 776 2314
email: mikael.wegmuller@oriola.com

Distribution:
Nasdaq Helsinki Ltd
Key media

Oriola Corporation  Investor news  1 April 2025 at 12:00 p.m. EEST

Oriola has completed the sale of Svensk dos AB to Apotekstjänst Sverige AB

Oriola and Apotekstjänst Sverige AB have today completed the sale of Svensk dos AB to Apotekstjänst Sverige AB as earlier announced.

The agreed sales price was SEK 110 million (approximately EUR 9.5 million).

On 13 October 2023, Oriola announced the sale of all shares in Svensk dos AB to Apotekstjänst Sverige AB due to the tender market structure and dynamics. In April 2024, the Swedish Competition Authority (Konkurrensverket) prohibited the sale. Apotekstjänst Sverige AB's appeal to the Swedish Patent and Market Court (Patent- och marknadsdomstolen) was rejected in November 2024. Apotekstjänst Sverige AB decided to pursue the appeal to Swedish Patent and Market Court of Appeal (Patent- och marknadsöverdomstolen), which in March 2025 approved the appeal and thereby the prohibition by the Swedish Competition Authority was repealed.

Oriola Corporation

Further information:

Petter Sandström
General Counsel
tel. +358 10 429 5761
e-mail: petter.sandstrom@oriola.com

Distribution:

Nasdaq Helsinki Ltd.
Key media

Oriola Corporation Stock Exchange Release 12 March 2025 at 10:00 a.m. EET

Oriola's Annual Report 2024 published

Oriola has today published its Annual Report for the year 2024. The Annual Report consists of the following sections: Business review, Corporate governance statement, Remuneration report, Report of the Board of Directors and Financial statements

The Report of the Board of Directors includes the Sustainability statement prepared in accordance with the European Sustainability Reporting Standards (ESRS) and Chapter 7 of the Finnish Accounting Act. The audit firm KPMG Oy Ab has performed a limited assurance engagement on the Sustainability statement.

Oriola publishes the Report of the Board of Directors and the Financial statements in accordance with European Single Electronic Format (ESEF) reporting requirements with the format of the report being Extensible Hypertext Markup Language (XHTML). In line with the ESEF requirements, the primary statements and notes to the consolidated financial statements have been labelled with iXBRL markups. The audit firm KPMG Oy Ab has provided an independent auditor's reasonable assurance report on Oriola Corporation's ESEF Financial Statements. The assurance has been completed in accordance with the international standard on assurance engagements ISAE 3000.

The Corporate governance statement and Remuneration report have been published also as separate publications. 

The Annual Report and the ESEF Financial statements are attached to this release and are also available on the company website at https://www.oriola.com/investors.

Oriola Corporation

Contacts:
investor.relations@oriola.com

Distribution:
Nasdaq Helsinki Ltd
Key media
www.oriola.com

Oriola Corporation  Investor news  7 March 2025 at 1:00 p.m. EET

Oriola's sale of Svensk dos AB to Apotekstjänst Sverige AB proceeds - sale expected to be completed in Q2 2025

The Swedish Patent and Market Court of Appeal (Patent- och marknadsöverdomstolen) has approved Apotekstjänst Sverige AB's appeal regarding the sale of Svensk dos AB. Consequently, Oriola and Apotekstjänst Sverige will continue the sales process, which is expected to be completed in Q2 2025.  

"We are very pleased with today's positive decision, which allows us to proceed with the sale of Svensk dos AB to Apotekstjänst Sverige AB. The sales process has been long, but the final outcome is the right one and will provide continuity to Svensk dos and the patients it serves," comments Oriola's CEO Katarina Gabrielson. 

On 13 October 2023, Oriola announced the sale of all shares in Svensk dos AB to Apotekstjänst Sverige AB due to the tender market structure and dynamics. In April 2024, the Swedish Competition Authority (Konkurrensverket) prohibited the sale. Apotekstjänst Sverige AB's appeal to the Swedish Patent and Market Court (Patent- och marknadsdomstolen) was rejected in November 2024. Apotekstjänst Sverige AB decided to pursue the appeal to Swedish Patent and Market Court of Appeal (Patent- och marknadsöverdomstolen), which today approved the appeal and thereby the prohibition by the Swedish Competition Authority has been repealed.

Oriola Corporation

Further information:

Petter Sandström
General Counsel
tel. +358 10 429 5761
e-mail: petter.sandstrom@oriola.com

Distribution:

Nasdaq Helsinki Ltd.
Key media

Oriola Corporation Stock Exchange Release 4 March 2025 at 12.00 p.m. EET

Notice to Oriola Corporation's Annual General Meeting 2025

Notice is given to the shareholders of Oriola Corporation ("Oriola" or the "Company") to the Annual General Meeting to be held on Wednesday 2 April 2025 starting at 3:00 p.m. (EEST) at Hanasaari at the address Hanasaarenranta 5, FI-02100 Espoo, Finland, the Celsius Auditorium, entrance 1st floor. The reception of persons who have registered for the meeting and distribution of the voting tickets at the meeting venue will commence at 2:00 p.m. (EEST). There will be coffee service at the meeting.

Shareholders can exercise their voting rights also by voting in advance. In addition, it is possible to follow the Annual General Meeting online via webcast. For further instructions, please refer to Section C "Instructions for the Participants of the Annual General Meeting" of this notice.

A. Matters on the Agenda of the Annual General Meeting

Information and proposals concerning the formal organisational matters in agenda items 1 to 5 are included in a separate organisational document published on the Company's website at www.oriola.com, which document also constitutes a part of this notice. The document will be supplemented at the meeting with such information that is not available before the Annual General Meeting.

At the Annual General Meeting, the following matters will be considered:

1. Opening of the Annual General Meeting

2. Calling the Annual General 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. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors, the auditor's report and the sustainability reporting assurance report for the year 2024

Review by the President and CEO.

7. Adoption of the financial statements and the consolidated financial statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.07 per share be paid on the basis of the balance sheet to be adopted in respect of the financial year which ended 31 December 2024. According to the proposal, the dividend would be paid to shareholders registered in the Company's shareholders' register held by Euroclear Finland Oy on the dividend record date of 4 April 2025. The Board of Directors proposes that the dividend be paid on 15 April 2025.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability

10. Presentation of the Remuneration Report for governing bodies

The Company's Remuneration Report for governing bodies will be published by way of a stock exchange release, and it is available on the Company's website at www.oriola.com on 12 March 2025 at the latest.

The Board of Directors proposes to the Annual General Meeting that it approves, through an advisory resolution, the Company's Remuneration Report for governing bodies.

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

Oriola has on 23 January 2025 announced the proposals of Oriola's Shareholders' Nomination Board to the Annual General Meeting. The Nomination Board proposes that the remunerations would be paid to the members of the Board of Directors as follows:

The fee for the term of office of the Chairman of the Board of Directors would be EUR 71,400, the fee for the term of office of the Vice Chairman of the Board of Directors would be EUR 40,800, the fee for the term of office of the Chairman of a Board Committee, provided that the person is not the Chairman or Vice Chairman of the Board of Directors, would be EUR 40,800 and the fee for the term of office of the other members of the Board of Directors would be EUR 34,200. Of the fees for term of office, 60 per cent would be paid in cash and 40 per cent would be used to acquire Oriola Corporation's Class B shares, or in the event that the shareholder's proposal to be covered under item 18 of the agenda is approved, shares of the one single share class of Oriola Corporation, for the members of the Board of Directors on the Nasdaq Helsinki Stock Exchange. The shares would be acquired within two weeks from the release of the Company's Interim Report 1 January-31 March 2025. Attendance fees would remain unchanged. The Chairman of the Board of Directors would receive an attendance fee of EUR 1,000 per meeting for meetings of the Board of Directors held in the Chairman's home country and EUR 2,000 for meetings of the Board of Directors held elsewhere and the other members of the Board of Directors would receive attendance fees of EUR 500 per meeting for meetings held in the home country of the respective member of the Board of Directors and EUR 1,000 for meetings held elsewhere. Attendance fees would correspondingly also be paid to the Chairman and members of Company committees. Travel expenses would be reimbursed in accordance with the travel policy of the Company.

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

The Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors would be confirmed as seven (7).

However, should any number of the candidates proposed by the Nomination Board for any reason not be available for election to the Board of Directors, the proposed number of members shall be decreased accordingly.

13. Election of members of the Board of Directors and Chairman

The Nomination Board proposes to the Annual General Meeting that, for the next term of office, current members of the Board of Directors Petra Axdorff, Ann Carlsson Meyer, Nina Mähönen, Yrjö Närhinen, Ellinor Persdotter Nilsson, Harri Pärssinen and Heikki Westerlund would be re-elected to the Board of Directors.

The Nomination Board proposes to the Annual General Meeting that, for the next term of office, Heikki Westerlund would be re-elected as Chairman of the Board of Directors.

Should any of the candidates presented above for any reason not be available for election to the Board of Directors, the remaining available candidates are proposed to be elected in accordance with the proposal by the Nomination Board.

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 Nomination Board recommends that shareholders take a position on the proposal as a whole at the Annual General Meeting. The 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 composition of the Board of Directors corresponds to the requirements of the Finnish Corporate Governance Code and the diversity principles approved for the Company. When electing members of the Board of Directors, attention shall be paid to members' mutually complementary experience and competence.

The biographicals of the proposed members of the Board of Directors are presented on the Company's website at www.oriola.com.

14. Resolution on the remuneration of the auditor

In accordance with the recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that the fees of the Company's auditor be paid according to an invoice approved by the Company.

15. Election of the auditor

In accordance with the recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that Authorised Public Accountants KPMG Oy Ab, who has put forward Authorised Public Accountant Kim Järvi as principal auditor, would be re-elected as the auditor of the Company.

16. Resolution on the remuneration of the sustainability reporting assurance provider

In accordance with the recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that the fees of the Company's sustainability reporting assurance provider be paid according to an invoice approved by the Company.

17. Election of the sustainability reporting assurance provider

In accordance with the recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that Authorised Sustainability Audit Firm KPMG Oy Ab, who has put forward Kim Järvi as principal authorised sustainability auditor, would be re-elected as the sustainability reporting assurance provider of the Company.

18. Shareholder's proposal to the Annual General Meeting on combination of share classes and thereto related directed issuance of shares without payment as well as amendment of the Articles of Association

As announced by the Company on 7 February 2025, the Board of Directors of the Company has on 7 February 2025 received from shareholder Mariatorp Oy (the "Shareholder") a demand in accordance with Chapter 5 Section 5 of the Companies Act to have the combination of share classes and directed issuance of shares without payment dealt with by the Annual General Meeting. As announced by the Company on 3 March 2025, the Board of Directors of the Company recommends that the shareholder's proposal be accepted at the Annual General Meeting.

According to Article 11 of the Company's Articles of Association, at the General Meetings, each class A share carries twenty (20) votes and each class B share one (1) vote. The Shareholder, representing approximately 14.67 per cent of the total shares in the Company and approximately 13.43 per cent of the total votes in the Company as per 28 February 2025, proposes to the Annual General Meeting that the share classes of the Company be combined in a manner that upon completion of all measures related to the combination of the share classes, the Company will have one single share class only, which will be subject to public trading, and whose shares will carry one (1) vote each and have equal rights. The combination of the share classes involves a directed issue of shares without payment to the holders of class A shares and a partial amendment of the Articles of Association as described below.

The following detailed proposals of the Shareholder in this agenda item 18 form an entirety that requires the adoption of all its individual items by a single decision.

The Shareholder proposes to the Annual General Meeting the following measures in order to combine the share classes:

The combination of the share classes

The Shareholder proposes to the Annual General Meeting that the Company's share classes be combined without increasing the share capital by amending the provisions concerning different share classes in the Articles of Association as specified below, whereupon each class A share will be converted into a share corresponding to the current class B share. After the combination of the share classes, the Company will have one single share class only, which will be subject to public trading, and whose shares will carry one (1) vote each and have equal rights. The combination of share classes, the amendment to the Articles of Association described below, and the directed share issue without payment described below will be registered in the Finnish Trade Register on or about 4 April 2025. The combination of share classes does not require any actions from shareholders.

Directed issue of shares without payment

The Shareholder proposes that, in relation to the combination of the share classes described above, a share issue without payment and without increasing the share capital be directed to the holders of class A shares in such a way that, in deviation from the pre-emptive subscription right of the shareholders, each fourteen (14) class A shares held in the same book-entry account entitle their holder, without payment, to one (1) new share belonging, after the amendment of the Articles of Association, to the Company's single share class. Based on the combination of the share classes and the directed share issue without payment the ownership of each fourteen (14) class A shares converts to an ownership of fifteen (15) ordinary shares in the Company (the "Exchange Ratio").

Each holder of the class A shares who owns class A shares on the record date 4 April 2025 in the book-entry system has the right to receive new shares.

The new shares will be distributed among holders of class A shares in proportion to their shareholding and recorded directly to the relevant book-entry account on the basis of account entries on the record date and in accordance with the rules and practices of the book-entry system. The book-entry account registrations concerning the combination of share classes and the new shares are estimated to be registered on or about 7 April 2025, and trading in the Company's only share class and the new shares is expected to commence on or about 7 April 2025, or as soon as possible thereafter.

To the extent the number of class A shares held by a holder of class A shares in the same book-entry account is not divisible by fourteen (14), the shares formed based on the remainders will be given to be sold by a bank assigned by the Company for the account of such holders of class A shares whose number of class A shares was not divisible by fourteen (14), as specified in more detail by the Company's Board of Directors and in accordance with the agreement to be made between the Company and the bank assigned by the Company's Board of Directors. The share issue without payment will not require any actions by shareholders.

The maximum number of shares to be issued in the directed share issue without payment is 3,839,165 shares. The number of shares to be issued is based on the above Exchange Ratio. If the total number of shares to be issued in the share issue without payment based on the Exchange Ratio would be a fraction, the total number will be rounded down to the nearest full share.

The new shares will carry full shareholder rights as of registration. For the sake of clarity, it should be noted that the new shares do not entitle their holder to any possible dividend to be decided by the Annual General Meeting on 2 April 2025.

The Company's Board of Directors is authorised to resolve on other terms and practical aspects of the directed share issue without payment.

As announced by the Company on 3 March 2025, the Board of Directors of the Company has received a fairness opinion from Danske Bank A/S, Finland Branch regarding the proposed combination of share classes. According to the opinion, as of the date of the opinion, the proposal regarding the combination of the share classes is financially fair to the holders of the Company's class A shares and class B shares.

The purpose of the share issue is to compensate the holders of class A shares for the loss of voting rights resulting from the combination of the share classes. According to the Shareholder behind the proposal, the combination of the share classes could improve the liquidity of the Company's shares and increase their market value, clarify the Company's ownership and voting structure and the transparency thereof, and thereby increase interest in the Company as an investment. The combination of the share classes could also improve the Company's possibilities to raise equity financing through share issues and possibilities to participate in sector consolidations. The share issue would therefore be in the best interest of the Company and all of its shareholders and would have a particularly weighty financial reason as required by the Companies Act.

Amendments to the Company's Articles of Association

The Shareholder proposes that, due to the combination of the share classes, the Annual General Meeting resolve to amend the provisions in the Articles of Association of the Company concerning different share classes.

After the amendment, Article 3 of the Company's Articles of Association would read as follows:

"The shares do not have a nominal value. All shares in the company are of the same class of shares. The company has a maximum of 1,500,000,000 shares."

After the amendment, Article 11, Sections 1 and 2 of the Company's Articles of Association would read as follows:

"To be able to participate in a General Meeting, a shareholder must notify the company of his/her intention to participate in the General Meeting no later than on the last day for registration mentioned in the Notice of Meeting which can be, at the earliest, ten days before the General Meeting.

Since the shares of the company have become part of the Book Entry System of Securities, the statements of the Companies Act concerning the right to participate in such a company's General Meeting must also be taken into consideration."

No amendments are proposed to Article 11, Section 3 of the Company's Articles of Association. The Section reads as follows:

"A shareholder may not cast more than 1/20 of the total number of votes of the different-class shares represented at the General Meeting. Amending of this Article 11, Section 3, calls for a resolution that is supported by at least 4/5 of the votes cast at the Meeting and shares represented at it."

19. Authorising the Board of Directors to decide on a share issue against payment

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on a share issue against payment in one or more issues. This authorisation comprises the right to issue new shares or assign treasury shares held by the Company.

Maximum number of shares to be issued or assigned

It is proposed that this authorisation cover a maximum of 5,500,000 Class A shares and 12,500,000 Class B shares representing approximately 9.92 per cent of all shares in the Company. In the event that the shareholder's proposal to be covered under item 18 of the agenda is approved by the Annual General Meeting this authorisation covers a maximum of 18,000,000 shares of the one single share class of the Company.

Shareholders' pre-emptive rights and targeted issue

This authorisation granted to the Board of Directors includes the right to derogate from the shareholders' pre-emptive subscription right, provided that there is, in respect of the Company, a weighty financial reason for the derogation. Subject to the above restrictions, this authorisation may be used i.a. to develop the capital structure of the Company. This authorisation may not be used in order to execute the share-based incentive plan for the Oriola Group's executives and the share savings plan for the Oriola Group's key personnel. Pursuant to this authorisation, shares held by the Company as treasury shares may also be sold through trading on the regulated market organised by Nasdaq Helsinki Ltd.

Other terms and validity

It is proposed that this authorisation include the right for the Board of Directors to decide on the terms of the share issue in the manner provided for in the Companies Act including the right to decide whether the subscription price is credited in part or in full to the invested unrestricted equity reserves or to the share capital. This authorisation is proposed to remain in effect for a period of eighteen (18) months from the decision of the Annual General Meeting.

It is proposed that this authorisation revokes all previous share issue authorisations granted to the Board of Directors to the extent that they have not been exercised.

20. Authorising the Board of Directors to decide on the issuance of shares against payment

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on a share issue against payment in one or more issues. This authorisation comprises the right to issue new shares or assign treasury shares held by the Company.

Maximum number of shares to be issued or assigned

It is proposed that this authorisation cover a combined maximum of 18,000,000 of the Company's own Class B shares, representing approximately 9.92 per cent of all shares in the Company. In the event that the shareholder's proposal to be covered under item 18 of the agenda is approved by the Annual General Meeting this authorisation covers a combined maximum of 18,000,000 shares of the one single share class of the Company.

Shareholders' pre-emptive rights and targeted issue

This authorisation granted to the Board of Directors includes the right to derogate from the shareholders' pre-emptive subscription right, provided that there is, in respect of the Company, a weighty financial reason for the derogation. Subject to the above restrictions, this authorisation may be used as payment of consideration when financing and executing corporate acquisitions or other business arrangements and investments. This authorisation may not be used in order to execute the share-based incentive plan for the Oriola Group's executives and the share savings plan for the Oriola Group's key personnel. Pursuant to this authorisation, shares held by the Company as treasury shares may also be sold through trading on the regulated market organised by Nasdaq Helsinki Ltd.

Other terms and validity

It is proposed that this authorisation include the right for the Board of Directors to decide on the terms of the share issue in the manner provided for in the Companies Act, including the right to decide whether the subscription price is credited in part or in full to the invested unrestricted equity reserves or to the share capital. This authorisation is proposed to remain in effect for a period of eighteen (18) months from the decision of the Annual General Meeting.

It is proposed that this authorisation revokes all previous share issue authorisations granted to the Board of Directors to the extent that they have not been exercised and with the exception of authorisations granted to the Board of Directors earlier during this Annual General Meeting.

21. Authorising the Board of Directors to decide on the issuance of shares without payment to the Company and on a directed share issue in order to execute the share-based incentive plan for the Oriola Group's executives and the share savings plan for the Oriola Group's key personnel

In addition to the authorisations presented above, the Board of Directors proposes that it be granted the following authorisations in order to execute the share-based incentive plan for the Oriola Group's executives and the share savings plan for the Oriola Group's key personnel:

(i) Share issue without payment to the Company

The Board of Directors is authorised to decide on a share issue without payment to the Company in one or more issues. The maximum number of the Company's new Class B shares to be issued under this authorisation is 250,000, representing approximately 0.14 per cent of all shares in the Company. In the event that the shareholder's proposal to be covered under item 18 of the agenda is approved by the Annual General Meeting this authorisation covers a maximum of 250,000 shares of the one single share class of the Company.

Other terms and purpose of the authorisation

The Board of Directors decides upon all other matters related to the issuing of shares.

The purpose of this authorisation is to enable the creation of own shares to be used in the share-based incentive plan for the Oriola Group's executives and the share savings plan for the Oriola Group's key personnel as described below.

(ii) Directed share issue

In deviation from the shareholders' pre-emptive right, the Board of Directors is authorised to issue the Company's shares in one or more issues. This authorisation granted to the Board of Directors includes the right to derogate from the shareholders' pre-emptive subscription right, provided that there is, in respect of the Company, a weighty financial reason for the derogation. The shares to be issued can be either new shares or own treasury shares. The total number of shares to be issued under this authorisation is 250,000 Class B shares. The share issue may be without payment. In the event that the shareholder's proposal to be covered under item 18 of the agenda is approved by the Annual General Meeting this authorisation covers a maximum of 250,000 shares of the one single share class of the Company.

Purpose of the authorisation

The Board of Directors may exercise this authorisation in the share-based incentive plan for the Oriola Group's executives and in the share savings plan for the Oriola Group's key personnel. The shares in question represent approximately 0.14 per cent of all shares in the Company.

Other terms and validity

The Board of Directors decides upon all other matters related to the share issues, the executives' incentive plan, and the key personnel's share savings plan. Deciding upon a directed share issue without payment requires that there is a particularly weighty financial reason for the deviation in respect of the Company and that the interest of all of its shareholders is taken into account.

The proposed authorisation revokes all other share issue authorisations granted to the Board of Directors with the exception of those decided earlier during this Annual General Meeting.

The authorisations in accordance with this section shall be valid for no longer than eighteen (18) months from the resolution of the Annual General Meeting.

22. Authorising the Board of Directors to decide on the repurchase of the Company's own shares

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the repurchase of the Company's own shares on the following terms and conditions:

Maximum number of shares repurchased

According to this authorisation, the Board of Directors is entitled to decide on the repurchase of no more than 18,000,000 of the Company's own Class B shares, which represent approximately 9.92 per cent of all shares in the Company. This authorisation may only be used in such a way that in total no more than one tenth (1/10) of all shares in the Company may at each time be in the possession of the Company and its subsidiaries. In the event that the shareholder's proposal to be covered under item 18 of the agenda is approved by the Annual General Meeting this authorisation to repurchase shares covers a maximum of 18,000,000 shares of the one single share class of the Company.

Consideration to be paid for the shares and targeted acquisition

Shares may also be repurchased in accordance with the resolution of the Board of Directors in a proportion other than that in which the shares are owned by the shareholders, using funds belonging to the Company's unrestricted equity and at a price formed in trading on regulated market on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how the shares will be repurchased. Among other means, derivatives may be used in the acquisition of the shares. The repurchase of the shares reduces the Company's distributable unrestricted equity.

The shares may be repurchased to develop the Company's capital structure, to execute corporate transactions or other business arrangements, to finance investments, to be used as a part of the Company's incentive schemes or to be otherwise relinquished, held by the Company, or cancelled.

Other terms and validity

The Board of Directors decides on all other matters related to the repurchase of shares. This authorisation to repurchase the Company's own shares shall remain in force for a period of not more than eighteen (18) months from the resolution of the Annual General Meeting.

This authorisation revokes the authorisation granted to the Board of Directors by the Annual General Meeting on 19 March 2024 in respect of the repurchase of the Company's own Class B shares.

23. Closing of the Annual General Meeting

B. Documents of the Annual General Meeting

The proposals of the Board of Directors, the Nomination Board and the shareholder of the Company to the Annual General Meeting, as well as this notice and the organisational document of the Annual General Meeting are available on Oriola's website at www.oriola.com. The financial statements, the report of the Board of Directors (including the sustainability statement), the auditor's report, the sustainability reporting assurance report and the remuneration report of Oriola will be available on the above-mentioned website no later than 12 March 2025. The proposals for decisions and the other documents mentioned above will also be available at the Annual General Meeting and copies of these documents and this notice will be sent to shareholders upon request. The minutes of the Annual General Meeting will be published on the Company's website on 16 April 2025 at the latest.

C. Instructions for the Participants of the Annual General Meeting

1. Shareholder registered in the shareholders' register

Each shareholder who is registered in the shareholders' register of the Company held by Euroclear Finland Oy on the record date of the Annual General Meeting, i.e. Friday, 21 March 2025, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders' register of the Company.

A shareholder, who is registered in the shareholders' register of the Company and who wants to participate in the Annual General Meeting, has to register for the meeting no later than on Friday 28 March 2025 at 10:00 a.m. (EET) by giving a prior notice of participation. The notice must be received before the end of the registration period. Registration for the Annual General Meeting will commence on Tuesday, 4 March 2025 at 12 p.m. (EET). Notice of participation to the Annual General Meeting can be given:

a) Through the Company's website at www.oriola.com/agm-2025

Online registration requires that the shareholder or their legal representative or proxy representative use strong electronic authentication either by Finnish, Swedish or Danish banking codes or mobile certificate.

b) By mail to the address Innovatics Ltd, AGM/Oriola Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the address agm@innovatics.fi.

c) By phone to number +358 10 2818 909 (from Monday to Friday 9:00 a.m. to 12:00 noon and 1:00 p.m. to 4:00 p.m. (EET)).

When registering by phone, a shareholder cannot vote in advance.

In connection with the registration, a shareholder shall notify, their name, date of birth or business ID, address, telephone number and e-mail address and the name of a proxy representative, legal representative or assistant, if any, and the date of birth, phone number and/or e-mail of the proxy representative, legal representative or assistant, as applicable. The personal data given by the shareholders to Oriola or Innovatics Ltd is used only in connection with the Annual General Meeting and with the processing of necessary related registrations.

The shareholder, their proxy representative, legal representative or assistant shall, if necessary, be able to prove their identity and/or right of representation at the meeting venue.

Additional information on registration and advance voting is available by phone during the registration period of the Annual General Meeting at Innovatics Ltd's phone number +358 10 2818 909 from Monday to Friday 9:00 a.m. to 12:00 noon and 1:00 p.m. to 4:00 p.m (EET).

For further information on how Oriola processes personal data, please review Oriola's privacy notice regarding the Annual General Meeting, which is available at the Company's website at www.oriola.com. Shareholders are asked to note that in connection with registration and advance voting by email the registrant submits personal data by a possibly unsecure connection on their own responsibility.

2. Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares based on which the holder would be entitled, on the record date of the Annual General Meeting, i.e. Friday, 21 March 2025, to be registered in the shareholders' register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholders' register held by Euroclear Finland Oy at the latest by Friday, 28 March 2025 at 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting.

A holder of nominee-registered shares is advised to well in advance request necessary instructions regarding the temporary registration in the Company's shareholders' register, the issuing of proxy documents and voting instructions and registration for the Annual General Meeting as well as voting in advance from their custodian bank. The account management organisation of the custodian bank must register a holder of nominee-registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders' register of the Company within the registration period applicable to holders of nominee-registered shares and take care of the voting in advance on behalf of the holder of nominee-registered shares before the expiry of the registration period applicable to holders of nominee-registered shares.

3. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting by way of proxy representation. Proxy representatives may also vote in advance in the manner described in this notice.

A proxy representative must identify themself in the electronic registration service and advance voting in person with strong identification, after which they can register and vote in advance on behalf of the shareholder they represent. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

Proxy and voting instruction templates will be available on the Company's website at www.oriola.com from 4 March 2025 onwards. Possible proxy documents shall be delivered as an attachment in connection with the electronic registration, by regular mail to the address Innovatics Ltd, AGM/Oriola Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the address agm@innovatics.fi before 28 March 2025 at 10:00 a.m. (EET) by which time the proxy documents must be received.

In addition to providing proxy documents, the shareholder or their proxy representative must take care of registering for the Annual General Meeting in the manner described above in this notice.

Shareholders can also use electronic authorisation services of Suomi.fi instead of a traditional proxy document, after which the representative can register and vote in advance on behalf of the shareholder they represent. In that case the person authorises a named authorised person through Suomi.fi's services at www.suomi.fi/e-authorizations by using the mandate theme "Representation at the General Meeting". In connection with the registration, Annual General Meeting services require strong electronic authentication after which the electronic authorisation is automatically verified. Strong electronic authentication works with banking codes or a mobile certificate. For more information, please see Suomi.fi's e-authorisation pages at www.suomi.fi/e-authorizations and the Company's website www.oriola.com.

4. Voting in advance

A shareholder whose shares are registered on their personal Finnish book-entry account may vote in advance during the period from 4 March 2025 at 12 p.m. (EET) until 28 March 2025 at 10:00 a.m. (EET) on certain matters on the agenda of the Annual General Meeting in the following ways:

a) Through the Company's website at www.oriola.com/agm-2025

Electronic advance voting requires that the shareholder or their legal representative or proxy representative use strong electronic authentication either by Finnish, Swedish or Danish banking codes or mobile certificate.

b) By mail or email

A shareholder can deliver the advance voting form available on the Company's website at www.oriola.com or corresponding information by mail to Innovatics Ltd to the address Innovatics Ltd, AGM/Oriola Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the address agm@innovatics.fi. The advance votes shall be received before the expiry of the advance voting period. The advance voting form will be available on the Company's website 4 March 2025 at the latest.

Submitting votes in such manner before the expiry of the registration and advance voting period constitutes due registration for the Annual General Meeting, provided that the documents delivered by the shareholder contain the information required for registration.

A shareholder who has voted in advance cannot use their right to request information under the Companies Act or their right to request a vote nor change the given votes unless the shareholder participates in the Annual General Meeting in person or by way of proxy representation at the meeting venue.

For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares they represent in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.

An agenda item subject to advance voting is considered to have been presented unchanged to the Annual General Meeting. The terms and conditions as well as other instructions related to the advance voting are also available on the Company's website at www.oriola.com.

5. Other information

The meeting can be followed online via a webcast. Instructions on following the webcast will be available on the Company's website at www.oriola.com. Following the meeting via webcast is not considered participating in the Annual General Meeting or exercising of shareholders' rights.

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to ask questions and request information with respect to the matters to be considered at the meeting.

Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes held by the shareholder.

On the date of the notice to the Annual General Meeting, i.e. 4 March 2025, the Company has in total 53,748,313 Class A shares registered in the Trade Register, whose total number of votes is 1,074,966,260, and in total 127,737,900 Class B shares, whose total number of votes is 127,737,900, making a combined total of 181,486,213 shares and 1,202,704,160 votes. At the Annual General Meeting, each Class A share carries twenty votes and each Class B share one vote. The Company has in total 75,712 Company's own treasury shares by which voting rights cannot be exercised at the Annual General Meeting. Of these, 63,650 are Class A shares and 12,062 are Class B shares. The Company's own treasury shares held by the Company represent 0.04 per cent of all the shares and 0.11 per cent of the votes in the Company.

Espoo, 4 March 2025

Oriola Corporation
Board of Directors
Petter Sandström
General Counsel

Distribution:
Nasdaq Helsinki Ltd
Key media

Released by:
Oriola Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo
www.oriola.com

Oriola Corporation Stock Exchange Release 4 March 2025 at 8.30 a.m. EET

Oriola Corporation's Financial Statements Release 1 January-31 December 2024

Strategy implementation enhances financial performance

October-December 2024 highlights

• Invoicing increased by 2.1 % to EUR 983.5 (963.4) million.
• Net sales increased by 14.0% to EUR 440.7 (386.6) million.
• Adjusted EBIT was EUR 6.4 (5.4) million.
• EBIT was EUR 4.0 (5.2) million and included adjusting items of EUR -2.4 (-0.2) million mainly related to the implementation costs of the ERP investment.
• Loss for the period totalled EUR -17.8 (-2.8) million and earnings per share were EUR -0.10 (-0.02). The loss includes Oriola's share of the impairment of goodwill in Kronans Apotek amounting to EUR 16.3 million.

Excluding Swedish dose business:

• At the end of April, the Swedish Competition Authority announced its decision to prohibit the sale of Svensk dos AB due to negative effects on competition in the market. The Swedish Patent and Market Court rejected Apotekstjänst Sverige AB's appeal in November 2024 and consequently the Swedish Competition Authority's decision from April 2024 remains in effect. Apotekstjänst Sverige AB has appealed the decision to the Patent and Market Court of Appeal. The final ruling is expected in March 2025. Oriola announced the sale of Svensk dos AB to Apotekstjänst Sverige AB in October 2023.
• Net sales were EUR 436.8 (384.1) million.
• Adjusted EBIT was EUR 6.1 (6.2) million.

January-December 2024 highlights:

• Invoicing increased by 5.1% to EUR 3,771.8 (3,587.7) million.
• Net sales increased by 12.4% to EUR 1,679.7 (1,493.8) million.
• Adjusted EBIT was EUR 21.7 (16.7) million.
• EBIT was EUR 13.6 (-5.3) million and included adjusting items of EUR -8.1 (-21.9) mainly related to the implementation cost of the ERP investment.
• Loss for the period totalled EUR -20.1 (-20.7) million and earnings per share were EUR -0.11 (-0.11). The loss includes Oriola's share of the impairment of goodwill in Kronans Apotek amounting to EUR 16.3 million.

• The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.07 (0.07) per share be paid for 2024.

Excluding Swedish dose business:

• Net sales were EUR 1,665.7 (1,475.7) million.
• Adjusted EBIT was EUR 21.6 (19.5) million.

1 Adjusting items are specified in note Adjusting items on page 20.

In order to reflect the underlying business performance and to enhance comparability between financial periods, Oriola discloses certain performance measures of historical performance, financial position and cash flows, as permitted in the "Alternative performance measures" guidance issued by the European Securities and Markets Authority (ESMA). These measures should not be considered as a substitute for measures of performance in accordance with the IFRS. The calculation methods of these measures are provided under Key financial indicators in this Financial Statements Release.

Outlook for 2025

In 2025, the pharmaceutical distribution market is expected to continue to grow. Value growth is expected to be driven by high-value pharmaceuticals and products requiring advanced logistics. The uncertainty in the geopolitical environment remains, and the availability issues of certain pharmaceuticals are expected to continue.

Consumer confidence is expected to remain weak, which may have an impact on the wholesale market. Typically in economic uncertainty, consumers tend to shift purchases to low-price categories. 

For 2025, Oriola expects the adjusted EBITDA excluding the Swedish dose dispensing business to increase from the previous year (2024: EUR 33.3 million). The expectation of improved adjusted EBITDA is based on growing markets and strategy execution.

From the start of 2025, Oriola introduces adjusted EBITDA (earnings before interest, taxes, depreciation and amortisation) as a new alternative performance measure. EBITDA is widely used by management and investors when assessing the profitability of a company and cash flow generation. Oriola publishes adjusted EBITDA for all quarters of 2024 separately.

CEO Katarina Gabrielson:

For Oriola, 2024 was a good year and I am pleased with our accomplishments and financial development, marked by sales growth and improved profitability. Throughout the year we progressed well with our refined strategy. We strengthened customer-centricity to build strong partnerships, expanded our wholesale business and introduced new data-driven services. Additionally, we announced a new operating model aimed to accelerate strategy execution. In 2024, our organic net sales growth reached 3%, driven by both distribution and wholesale. Excluding the Swedish dose dispensing business, our adjusted EBIT exceeded previous year's level, amounting to EUR 21.6 million.

In Q4, Oriola's organic net sales growth was 3% while reported net sales grew by 14% to EUR 441 million. Adjusted EBIT excluding the Swedish dose dispensing business was EUR 6.1 (6.2) million and reported adjusted EBIT was EUR 6.4 (5.4) million.

The Distribution segment's organic net sales growth was 2% in Q4. Market volumes continued to grow, although we saw significant fluctuation of volumes within the quarter, partly due to VAT and reimbursement changes in Finland. Sales growth and lower freight costs improved the segment's profitability, while operating expenses were above last year due to high volumes in December. Adjusted EBIT increased by 22% to EUR 5.9 million. In 2024, a strategic focus area within distribution was to enhance customer-centricity through close relationships with customers, applying a structured approach and increasing dialogue with them. Thanks to these efforts, we retained all strategic accounts and have new customers onboarding at the start of 2025.

In Q4, net sales in the Wholesale segment grew by 5% supported by growth both in Finland and Sweden. Profitability improved by 10% with adjusted EBIT reaching EUR 2.0 million. During the year - in line with our refined strategy - we built the base to grow the wholesale business in Finland by developing our capabilities and competences as well as by expanding our offering. This took somewhat longer than anticipated but we achieved gradual increase and in the end a strong Q4 with double-digit growth in key sales channels. In advisory services, the recently launched data-driven service that provides market insights to support pharmaceutical companies in their decision-making, quickly gained traction among our customers.

Our strategic investment to renew Oriola's ERP (enterprise resource planning) and WMS (warehouse management systems) has proceeded according to plan. By the end of 2024 we completed the design phase and we will continue to work diligently as the first deployment in Sweden approaches.

We are proud of our societal role in ensuring safe and accurate deliveries of pharmaceuticals and other health products. Our commitment is to deliver pharmaceuticals within 24 hours of ordering and we measure our success by the picking quality of deliveries, which in 2024 reached 99.8%. We have decreased Scope 1 and 2 carbon emissions by 90% from the base year 2019. Going forwards, as part of our commitment to set science-based targets, we will expand our emissions reporting especially for Scope 3 carbon emissions. Wholesale and distribution typically create large amounts of waste, which is why enhancing recycling is a critical initiative for us. In 2024, our recycling rate improved to 85% (81%).

During 2024, the joint venture company Kronans Apotek continued to develop its broad network of almost 500 pharmacies and enhance its e-commerce sales. With a total market share of 21%, ranking third in size in the Swedish market and experiencing double-digit growth in the digital sales channel, the company is well-positioned to further improve its profitability and competitiveness in 2025. Oriola expects Kronans Apotek to reach profitability level representing industry benchmark by 2027. The integration process has been more complex and slower than expected, especially related to the ERP integration and organisation setup. Kronans Apotek is a key strategic partner for Oriola, and we will actively support its value creation as a major shareholder.

At the end of the year, we announced plans to renew our operating model and subsequently made new appointments to our management team. The aim of these initiatives is to further enhance customer focus, drive sales growth and strengthen our competitiveness in a changing business environment. I am confident that we are well-positioned to accelerate the execution of our refined strategy, and together with our people, explore new growth opportunities and enhance value creation to our customers and stakeholders. I would like to take this opportunity and thank everyone at Oriola for their dedication and hard work over the past year. I also extend my gratitude to our customers, partners and shareholders for their continued support and trust in us.

Disclosure procedure

This stock exchange release is a summary of Oriola Corporation's Financial Statements Release 2024. The complete report is attached to this release in pdf format and is also available on Oriola's website at www.oriola.com.

Analyst and investor meeting at 10.00 a.m.

Oriola's CEO Katarina Gabrielson and CFO Mats Danielsson will present the full-year results at a live webcast meeting today at 10.00 a.m. Join the meeting: https://oriola.events.inderes.com/q4-2024  

Next financial reports

Oriola Corporation will publish its Annual Report 2024 during week 11 (latest 12 March 2025) and the Interim Report for January-March 2025 on Tuesday 29 April 2025.

Further information:

Mats Danielsson
CFO
email: mats.danielsson@oriola.com

Mikael Wegmüller
VP, Communications and Sustainability
email: mikael.wegmuller@oriola.com

Distribution:
Nasdaq Helsinki Ltd
Key media

Oriola Corporation Stock Exchange Release 3 March 2025 at 7:50 p.m.

Oriola's Board of Directors recommends that the shareholder's proposal regarding combination of share classes and directed issuance of shares without payment be accepted at the Annual General Meeting

As announced by the Company on 7 February 2025, the Board of Directors of Oriola Corporation ("Oriola" or the "Company") has on 7 February 2025 received, from a shareholder representing more than 14 per cent of the shares in Oriola and more than 13 per cent of the total votes, a demand in accordance with Chapter 5 Section 5 of the Finnish Companies Act to have the combination of share classes and directed issuance of shares without payment dealt with by the Annual General Meeting of Oriola scheduled to be held on 2 April 2025.    

After careful review and consideration, the Board of Directors of the Company recommends that the shareholder proposal be accepted at the Annual General Meeting and, in addition, states the following:

The Board of Directors shares the view of the shareholder and estimates that combining the Company's share classes could improve the liquidity of the Company's shares and increase their market value. It could also clarify the Company's ownership and vote structure as well as its transparency and thereby increase the interest in the Company as an investment object. The Board of Directors also estimates that the combination of the share classes could improve the Company's possibilities to raise equity financing through share issues and possibilities to participate in sector consolidations.

The Board of Directors of the Company considers the proposed combination of the share classes and the directed share issue without payment to be fair to all shareholders and that the share issue would compensate holders of the Company's class A shares for the loss of voting rights. In the view of the Board of Directors, there is a particularly weighty financial reason for the proposed directed share issue without payment in respect of the Company and taking into account the interest of all of its shareholders.

Chairman of the Board of Directors Heikki Westerlund did not participate in the decision making concerning the matter due to shareholdings of a family member.

The Board of Directors of the Company has received a fairness opinion from Danske Bank A/S, Finland Branch regarding the proposed combination of share classes. According to the opinion, as of the date of the opinion, the proposal regarding the combination of the share classes is financially fair to the holders of the Company's class A shares and class B shares. The fairness opinion provided by Danske Bank A/S, Finland Branch is attached in full to this stock exchange release.

The shareholder's demand to be included in the notice and the agenda of the Annual General Meeting as a more detailed proposal is as follows:

"Mariatorp Oy, holding more than ten per cent of the Company's shares, proposes the Articles of Association of the Company to be amended so that the Company's class A and class B shares are combined to one single share class and the provisions concerning different share classes are removed from the Articles of Association. After the combination all shares of the Company would carry one vote each and have equal rights. We further propose that in connection with the amendment of the Articles of Association, the General Meeting would decide on a directed share issue without payment to holders of the Company's class A shares in such a way that for each fourteen class A shares held, one new share in the Company's one single share class after the amendment of the Articles of Association would be given. Such shares that in the share issue would be given as fractions of shares would be sold on behalf of those entitled to such shares. 

The purpose of the share issue would be to compensate holders of class A shares for the loss of voting rights as a result of the combination of share classes. According to our view combining the share classes could improve the liquidity of the Company's shares and increase the market value of the shares. In addition, it could clarify the Company's ownership and vote structure as well as its transparency thereby increasing the interest in the Company as an investment object. The combination of the share classes could also improve the Company's possibilities to raise equity financing through share issues and participate in different kinds of sector restructurings. The share issue would therefore be in the best interest of the Company and all of its shareholders and would have a particularly weighty financial reason as required by the Finnish Companies Act."

The Board of Directors of Oriola will include the proposals of the shareholder in the notice of the Annual General Meeting. The notice for Oriola's Annual General Meeting, to be held on 2 April 2025, will be published in its entirety no later than 12 March 2025.

Oriola Corporation
Board of Directors

For additional information, please contact:

Heikki Westerlund
Chairman of the Board of Directors
tel. +358 50 559 6580

Petter Sandström
General Counsel, secretary to the Board of Directors
tel. +358 50 429 5761
e-mail: petter.sandstrom@oriola.com

Distribution:

Nasdaq Helsinki Ltd
Key media

Released by:

Oriola Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo
www.oriola.com