Annual General Meeting 3/2026

Decisions by the Eezy Plc’s Annual General Meeting on 25 March 2026

Eezy Plc’s annual general meeting (AGM) was held on 25 March 2026 starting at 10:00 a.m. at Kasarmikatu 21, Helsinki. 

The AGM approved all proposals included in the notice to the AGM. 

The financial statements and the consolidated financial statements for the financial year 2025 were adopted. The members of the board of directors and the CEOs were discharged from liability for financial year 2025. The remuneration report for governing bodies was approved. 

Dividend 

The AGM resolved that no dividend be paid based on the balance sheet to be adopted for the financial year 2025. 

Board of directors: members and remuneration 

Seven members were elected to the board of directors for a term ending at the end of the next annual general meeting following the election. 

Tapio Pajuharju, Kati Hagros, Tomi Laaksola, Maria Pajamo, Paul-Petteri Savolainen, Mika Uotila and Mikko Wirén were re-elected as the members of the board of directors.  

The members of the board of directors will be paid monthly remuneration as follows: 

  • EUR 5,000 per month for the chairperson of the board and 
  • EUR 2,500 each per month for all other members of the board. 

In addition, members of the board of directors’ committees will be paid a meeting fee of EUR 300 for each committee meeting. 

The reasonable travelling expenses of the members of the board of directors are compensated in accordance with the company’s travelling policy and practices. 

The Auditor 

The AGM re-elected the company’s current auditor, KPMG Oy Ab, which has stated that Niklas Oikia, APA, will act as the responsible auditor. The term of the auditor will end at the end of the next annual general meeting following the election. 

The auditor’s fees be paid against its reasonable invoice as approved by the company. 

The sustainability reporting assurer  

The AGM re-elected the company’s current sustainability reporting assurer, KPMG Oy Ab, which has stated that Niklas Oikia, ASA, will act as the responsible auditor. The term of the auditor will end at the end of the next annual general meeting following the election. 

The sustainability reporting assurer’s fees be paid against its reasonable invoice as approved by the company. 

Amendment of the Articles of Association 

The AGM resolved that article 10 of the company’s Articles of Association currently in force concerning the list of items on the agenda of the Annual General Meeting will be updated by adding references to the remuneration (current sub-item 10) and election (current sub-item 13) of the sustainability reporting assurer, if necessary. The Articles of Association remain unchanged in other respects. 

Authorising the board of directors to decide on a rights offering and authorising the board of directors to decide on replacing the board of directors’ resolution of 28 April 2025 concerning the issuance of special rights entitling to shares 

Rights offering 

The general meeting authorised the board of directors to resolve on the Offering as follows: 

  1. The shares to be issued under the authorisation are new shares. Under the authorisation, a maximum of 126 million shares can be issued. 
  1. The shareholders have a pre-emptive right to the new shares in the same proportion as they already hold shares in the company. However, shares that remain unsubscribed on the basis of pre-emptive subscription rights may be offered on a secondary basis for subscription to other shareholders or third parties. The board of directors is authorised to decide to whom such shares that remain unsubscribed, if any, are offered to. Subscriptions would be paid in cash. 
  1. In the event that shares are issued on the basis of secondary subscription rights, such shares may first be issued to the company itself without consideration and subsequently transferred to the subscribers, in order to enable delivery of the shares to the subscribers against payment. The issuance of shares to the company for this purpose shall not reduce the remaining maximum number of shares issuable under the authorisation. The issuance of shares to the company requires that the number of own shares held by the company does not exceed 10.0 % of the company’s total shares. 
  1. The board of directors is authorised to resolve on all other terms and conditions of the Offering, including the subscription and payment period and the grounds for determining the subscription price. 
  1. The authorization is valid until the closing of the next annual general meeting, but no longer than until 30 June 2027. 
  1. The authorisations do not revoke any other authorisations granted to the board of directors to resolve on share issues and granting of special rights entitling to shares. 

Replacement of the board of directors’ resolution of 28 April 2025 concerning the issuance of special rights entitling to shares 

The general meeting authorised the board of directors to amend the resolution adopted on 28 April 2025 pursuant to the authorisation granted by the Annual General Meeting on 8 April 2025 to issue a maximum of 1,000,000 special rights entitling to shares to Varma Mutual Pension Insurance Company (“Varma”) as follows: 

  1. The board of directors’ resolution P001 dated 28 April 2025 (Registered on 9 May 2025 at 08:20:40) on the issuance of special rights can be nullified upon the registration of the new shares to be issued in the Offering. 
  1. The board of directors is authorised to replace the resolution with a resolution of identical content, except that the maximum number of shares that may be subscribed for under the special rights issued to Varma based on the authorisation shall, as from the registration of the new shares to be issued in the Offering, be in total a maximum of 5 million shares, or a lesser number as determined by the board of directors. 
  1. The board of directors is authorised to decide on all other terms and conditions relating to the issuance of special rights entitling to shares. 
  1. The board of directors is authorised to determine the timing of the registration of the abovementioned amendments so that such amendments are registered simultaneously with the registration of any new shares potentially issued in the Offering. 
  1. The authorisation is valid until the closing of the next annual general meeting, but no longer than until 30 June 2027. 
  1. The authorisation do not revoke any other authorisations granted to the board of directors to resolve on share issues and granting of special rights entitling to shares. 

Authorisations for the board of directors 

The general meeting authorised the board of directors to decide on the repurchase of the company’s shares using the company’s unrestricted equity under the following terms and conditions: 

  1. The total maximum number of shares to be repurchased under the authorisation is 2,500,000 shares, which corresponds to approximately 10.0 % of all the shares in the company. 
  1. The shares will be repurchased in trading on Nasdaq Helsinki Oy’s regulated market at a price formed in public trading on the date of repurchase. The shares can be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders. 
  1. The shares will be repurchased using the company’s distributable unrestricted equity.  
  1. This authorisation replaces prior authorisations granted to the board of directors to repurchase the company’s own shares. 
  1. The authorisation is valid until the end of the annual general meeting of 2027, but in any case no later than 18 months from the general meeting’s resolution on authorisation.  

The general meeting authorised the board of directors to decide on the issuance of shares in one or more tranches as well as on the issuance of option rights and other special rights entitling to shares as referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act as follows: 

  1. The total maximum number of shares to be issued under the authorisation is 2,500,000 shares, which corresponds to approximately 10.0% of all the shares in the company.  
  1. The board of directors decides on all the terms and conditions regarding the issuance of shares and the issuance of option rights and other special rights entitling to shares. The authorisation concerns both the issuance of new shares and the transfer of the company’s own shares.  
  1. The share issues and the issuances of option rights and other special rights entitling to shares can take place in deviation from the shareholders’ pre-emptive subscription right (directed issue) if the company has a weighty financial reason to do so, such as the financing or the implementation of a merger or acquisition, the development of the company’s equity structure or the implementation of the company’s incentive schemes. 
  1. The total maximum number of shares to be issued for the purpose of implementing the company’s incentive schemes is 1.502.809 shares, which corresponds to approximately 1.2 % of all the shares in the company. For the avoidance of doubt, the above number of shares to be issued for the implementation of incentive schemes is included in the overall number of the issuance authorisation referred to in subsection 1. above. 
  1. Based on the authorisation, the board of directors is also authorised to decide on a share issue without payment directed to the company itself, provided that the number of shares held by the company after the issue would be a maximum of 10 % of all the shares in the company. This amount includes shares that may be held by the company and its subsidiaries in the manner provided for in chapter 15, section 11, subsection 1 of the Finnish Limited Liability Companies Act. 
  1. The authorisation replaces prior share issue authorisations granted to the board of directors. 
  1. The authorisation is valid until the end of the annual general meeting of 2027, but in any case no later than 18 months from the general meeting’s resolution on authorisation. 

Establishment of a shareholders’ nomination board 

The General Meeting resolved to establish a shareholders’ nomination board, which is responsible for preparing and presenting proposals to the General Meeting concerning the election and remuneration of the members of the Board of Directors, as well as the remuneration of the Board committees. 

The General Meeting further resolved to adopt a charter for the shareholders’ nomination board. The shareholders’ nomination board shall be established for an indefinite term until the General Meeting of shareholders resolves otherwise. 

The shareholders’ nomination board consists of representatives appointed by the three largest shareholders, while the Chair of the Board of Directors participates in the work of the nomination board in an expert capacity without the right to vote. The nomination board elects a chair from among its members. The largest shareholders are determined on the basis of the Company’s shareholder register on the first banking day of September preceding the Annual General Meeting. 


Notice Convening the Eezy Plc Annual General Meeting on 25 March 2026

NOTICE CONVENING THE GENERAL MEETING

The shareholders of Eezy Plc are invited to the annual general meeting, which is to be held on Wednesday 25 March 2026 starting at 10:00 in Jura-Sali event room at the address Kasarmikatu 21 B, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at the meeting venue at 9:30.

Shareholders may also exercise their voting rights by voting in advance. Instructions concerning advance voting are provided in section C of this notice.

There will be an opportunity to watch the general meeting via an online broadcast. A link for watching the online broadcast will be available on the company’s website at https://eezy.fi/en/investors/corporate-governance/general-meetings-of-shareholders/annual-general-meeting-3-2026 by 19 March 2026 at the latest. It will not be possible to ask questions, make counterproposals, otherwise take the floor or vote via the online broadcast. Watching the meeting via the online broadcast does not constitute participating in the meeting or exercising shareholder rights.

A recording of the CEO’s review presented at the general meeting will be made available on the company’s website at https://eezy.fi/en/investors/corporate-governance/general-meetings-of-shareholders/annual-general-meeting-3-2026/ after the meeting.

The general meeting will be held in Finnish.

A.    Agenda of the general meeting

At the general meeting, the following matters will be considered:

1.     Opening of the meeting

2.     Calling the meeting to order

3.     Election of the person to scrutinise the minutes and the person 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 report of the board of directors, the auditor’s report and the assurance opinion on the sustainability reporting for the year 2025

–        Presentation of the CEO’s review.

The company’s financial statements, the report of the board of directors, the auditor’s report and the assurance opinion on the sustainability reporting will be available on the company’s website at https://eezy.fi/en/investors/corporate-governance/general-meetings-of-shareholders/annual-general-meeting-3-2026/ by 4 March 2026 at the latest.

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 distribution of dividend

The board of directors proposes to the general meeting that no dividend be paid based on the balance sheet to be adopted for the financial year 2025.

9.     Resolution on the discharge of the members of the board of directors and the CEO from liability

10.  Consideration of the remuneration report for governing bodies

The company’s remuneration report for governing bodies will be available on the company’s website at https://eezy.fi/en/investors/corporate-governance/general-meetings-of-shareholders/annual-general-meeting-3-2026/ by 4 March 2026 at the latest.

11.  Resolution on the remuneration of the members of the board of directors

Shareholders that on the date of this notice convening the general meeting represent in aggregate approximately 49% of the votes vested in the company’s shares propose to the general meeting that the remuneration of the board of directors remain unchanged and in accordance with the resolution made by the annual general meeting on 8 April 2025 and that the members of the board of directors be paid monthly remuneration as follows:

–        EUR 5,000 per month for the chairperson of the board and
–        EUR 2,500 each per month for all other members of the board.

In addition, members of the board of directors’ committees will be paid a meeting fee of EUR 300 for each committee meeting.

The reasonable travelling expenses of the members of the board of directors are compensated in accordance with the company’s travelling policy and practices.

12.  Resolution on the number of members of the board of directors

Shareholders that on the date of this notice convening the general meeting represent in aggregate approximately 49% of the votes vested in the company’s shares propose to the general meeting that seven (7) members be elected to the board of directors.

13.  Election of the members of the board of directors

Shareholders that on the date of this notice convening the general meeting represent in aggregate approximately 49% of the votes vested in the company’s shares propose to the general meeting that Tapio Pajuharju, Paul Savolainen, Mika Uotila, Kati Hagros, Mikko Wirén, Maria Pajamo and Tomi Laaksola be re-elected as members of the board of directors.

The composition of the board of directors will be considered as a whole.

Personal information and positions of trust of the proposed individuals as well as the evaluations of their independence are available on the company’s website at https://eezy.fi/en/investors/corporate-governance/board-of-directors/.

14.  Resolution on the remuneration of the auditor

The board of directors proposes to the general meeting that the auditor’s fees be paid against a reasonable invoice as approved by the company.

15.  Election of the auditor

Upon the recommendation of the audit committee, the board of directors proposes to the general meeting that auditing firm KPMG Oy Ab be re-elected as the company’s auditor. KPMG Oy Ab has notified that Niklas Oikia, APA, will act as the responsible auditor.

The term of the auditor will end at the end of the next annual general meeting following the election.

16.  Resolution on the remuneration payable to the sustainability reporting assurer

The board of directors proposes to the general meeting that the sustainability reporting assurer’s fees be paid against a reasonable invoice as approved by the company.

17.  Election of the sustainability reporting assurer

Upon the recommendation of the audit committee, the board of directors proposes to the general meeting that KPMG Oy Ab, the sustainability audit firm, be re-elected as the company’s sustainability reporting assurer. KPMG Oy Ab has notified that Niklas Oikia, ASA, will act as the authorised sustainability auditor.

The term of the sustainability reporting assurer will end at the end of the next annual general meeting following the election.

18.  Amendment of the Articles of Association

The board of directors proposes that article 10 of the company’s Articles of Association currently in force concerning the list of items on the agenda of the Annual General Meeting would be updated by adding references to the remuneration (current sub-item 10) and election (current sub-item 13) of the sustainability reporting assurer, if necessary.

The board of directors’ proposition for amending the Articles of Association is included in schedule 1 attached to this notice.

It is proposed that the Articles of Association remain unchanged in other respects.

19.  Authorising the board of directors to decide on a rights offering and authorising the board of directors to decide on replacing the board of directors’ resolution of 28 April 2025 concerning the issuance of special rights entitling to shares

The proposals of the board of directors in this agenda item 19 form an entirety that requires the adoption of all its individual items by a single decision.

The authorisations proposed in this agenda item 19 do not revoke any other authorisations granted to the board of directors to resolve on share issues and granting of special rights entitling to shares.

Rights offering

The company is planning on conducting a rights offering of up to approximately EUR 10 million (the “Offering”). The Offering has been described in more detail in the stock exchange release announced by the company on 3 March 2026.

The objective of the Offering is to expedite the implementation of the company’s strategy and to strengthen its capital structure. The Offering is expected to be completed during the second quarter of 2026, subject to market conditions. Eezy’s main shareholders, including Sentica Buyout V Ky and Sentica Buyout V Co-Investment Ky, support the Offering and have provided an underwriting commitment for the entire Offering.

The board of directors proposes that the general meeting authorises the board of directors to resolve on the Offering as follows:

The shares to be issued under the authorisation are new shares. Under the authorisation, a maximum of 126 million shares can be issued.

The shareholders have a pre-emptive right to the new shares in the same proportion as they already hold shares in the company. However, shares that remain unsubscribed on the basis of pre-emptive subscription rights may be offered on a secondary basis for subscription to other shareholders or third parties. The board of directors is authorised to decide to whom such shares that remain unsubscribed, if any, are offered to. Subscriptions would be paid in cash.

In the event that shares are issued on the basis of secondary subscription rights, such shares may first be issued to the company itself without consideration and subsequently transferred to the subscribers, in order to enable delivery of the shares to the subscribers against payment. The issuance of shares to the company for this purpose shall not reduce the remaining maximum number of shares issuable under the authorisation. The issuance of shares to the company requires that the number of own shares held by the company does not exceed 10 per cent of the company’s total shares.

The board of directors is authorised to resolve on all other terms and conditions of the Offering, including the subscription and payment period and the grounds for determining the subscription price.

It is proposed that the authorisation would be valid until the closing of the next annual general meeting, but no longer than until 30 June 2027.

The authorisation would not revoke any other authorisations granted to the board of directors to resolve on share issues and granting of special rights entitling to shares.

Replacement of the board of directors’ resolution of 28 April 2025 concerning the issuance of special rights entitling to shares

The board of directors proposes that the general meeting resolve to authorise the board of directors to amend the resolution adopted on 28 April 2025 pursuant to the authorisation granted by the Annual General Meeting on 8 April 2025 to issue a maximum of 1,000,000 special rights entitling to shares to Varma Mutual Pension Insurance Company (“Varma”) as follows:

The board of directors’ resolution P001 dated 28 April 2025 (Registered on 9 May 2025 at 08:20:40) on the issuance of special rights shall be nullified upon the registration of the new shares to be issued in the Offering.

The board of directors shall be authorised to replace the resolution with a resolution of identical content, except that the maximum number of shares that may be subscribed for under the special rights issued to Varma based on the authorisation shall, as from the registration of the new shares to be issued in the Offering, be in total a maximum of 5 million shares, or a lesser number as determined by the board of directors.

The board of directors further proposes that it be authorised to decide on all other terms and conditions relating to the issuance of special rights entitling to shares.

In addition, the board of directors proposes that it be authorised to determine the timing of the registration of the above‑mentioned amendments so that such amendments are registered simultaneously with the registration of any new shares potentially issued in the Offering.

The purpose of the authorisation is to enable that the special rights held by Varma entitle to the same proportion of all shares in the company after the Offering as they entitled to before the Offering.

It is proposed that the authorisation would be valid until the closing of the next annual general meeting, but no longer than until 30 June 2027.

The authorisation would not revoke any other authorisations granted to the board of directors to resolve on share issues and granting of special rights entitling to shares.

20.  Authorising the board of directors to decide on the repurchase of the company’s own shares

The board of directors proposes that the general meeting authorise the board of directors to decide on the repurchase of the company’s shares using the company’s unrestricted equity under the following terms and conditions:

1.     The total maximum number of shares to be repurchased under the authorisation is 2,500,000 shares, which corresponds to approximately 10.0% of all the shares in the company.

2.     The shares will be repurchased in trading on Nasdaq Helsinki Oy’s regulated market at a price formed in public trading on the date of repurchase. The shares can be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders.

3.     The shares will be repurchased using the company’s distributable unrestricted equity.

4.     This authorisation replaces prior authorisations granted to the board of directors to repurchase the company’s own shares.

5.     The authorisation is valid until the end of the annual general meeting of 2027, but in any case no later than 18 months from the general meeting’s resolution on authorisation.

21.  Authorising the board of directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares

The board of directors proposes that the general meeting authorise the board of directors to decide on the issuance of shares in one or more tranches as well as on the issuance of option rights and other special rights entitling to shares as referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act as follows:

1.     The total maximum number of shares to be issued under the authorisation is 2,500,000 shares, which corresponds to approximately 10.0% of all the shares in the company.

2.     The board of directors decides on all the terms and conditions regarding the issuance of shares and the issuance of option rights and other special rights entitling to shares. The authorisation concerns both the issuance of new shares and the transfer of the company’s own shares.

3.     The share issues and the issuances of option rights and other special rights entitling to shares can take place in deviation from the shareholders’ pre-emptive subscription right (directed issue) if the company has a weighty financial reason to do so, such as the financing or the implementation of a merger or acquisition, the development of the company’s equity structure or the implementation of the company’s incentive schemes.

4.     The total maximum number of shares to be issued for the purpose of implementing the company’s incentive schemes is 300,000 shares, which corresponds to approximately 1.2% of all the shares in the company. For the avoidance of doubt, the above number of shares to be issued for the implementation of incentive schemes is included in the overall number of the issuance authorisation referred to in subsection 1. above.

5.     Based on the authorisation, the board of directors is also authorised to decide on a share issue without payment directed to the company itself, provided that the number of shares held by the company after the issue would be a maximum of 10% of all the shares in the company. This amount includes shares that may be held by the company and its subsidiaries in the manner provided for in chapter 15, section 11, subsection 1 of the Finnish Limited Liability Companies Act.

6.     The authorisation replaces prior share issue authorisations granted to the board of directors. However, the authorisation does not revoke the authorisations proposed under agenda item 19.

7.     The authorisation is valid until the end of the annual general meeting of 2027, but in any case no later than 18 months from the general meeting’s resolution on authorisation.

22.  Establishment of a shareholders’ nomination board

The board of directors proposes that the general meeting resolve to establish a shareholders’ nomination board, that is responsible for preparing and presenting proposals concerning the election and remuneration of the members of the board of directors as well as the remuneration of the board committees to the general meeting. The board of directors further proposes that the general meeting adopts a charter for the nomination board.

The board of directors proposes that the shareholders’ nomination board shall be established indefinitely until a general meeting of shareholders resolves otherwise.

The shareholders’ nomination board consists of representatives appointed by the three largest shareholders, whilst the chairperson of the board participates in an expert capacity without the right to vote. The nomination board elects a chairperson from among its members. The largest shareholders are determined based on the company’s shareholder register on the first banking day of September preceding the annual general meeting.

The responsibilities, composition and operation of the shareholders’ nomination board are described in more detail in its proposed charter that is available on the Eezy Plc’s website at https://eezy.fi/en/investors/corporate-governance/general-meetings-of-shareholders/annual-general-meeting-3-2026/. 

23.  Closing of the meeting

B.    Documents of the general meeting

This notice convening the general meeting, which includes all the proposed resolutions on the agenda of the general meeting, is available on Eezy Plc’s website at https://eezy.fi/en/investors/corporate-governance/general-meetings-of-shareholders/annual-general-meeting-3-2026/.

Eezy Plc’s financial statements, the report of the board of directors, the auditor’s report and the assurance opinion on the sustainability reporting as well as the company’s remuneration report for governing bodies will be available on the above website by 4 March 2026 at the latest. The resolution proposals and other documents mentioned above will also be made available at the general meeting.

The minutes of the general meeting will be available on the above website on 8 April 2026 at the latest.

C.    Instructions for the participants in the general meeting

1.     Shareholders registered in the shareholder register

Each shareholder who is registered on the record date of the general meeting, 13 March 2026, in the company’s shareholder register maintained by Euroclear Finland Oy has the right to participate in the general meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the company’s shareholder register. Changes in shareholding after the record date of the general meeting do not affect the right to participate in the general meeting or the number of votes of the shareholder.

Registration for the annual general meeting begins on 9 March 2026 at 9:00 a.m. EET. A shareholder who is registered in the company’s shareholder register and who wishes to participate in the general meeting must register no later than on 20 March 2026 at 16:00, by which time the registration must be received. Shareholders can register for the meeting in the following ways:

a)     On the company’s website at https://eezy.fi/en/investors/corporate-governance/general-meetings-of-shareholders/annual-general-meeting-3-2026/

If the shareholder is an individual, electronic registration on the company’s website requires strong electronic identification. Strong electronic identification requires a Finnish online bank ID or a mobile ID.

If the shareholder is a legal person, electronic registration does not generally require strong electronic identification. However, legal persons must provide the number of their book-entry account as well as their business ID or other identification code. If a legal person uses Suomi.fi e-authorisation, registration requires that the authorised person uses strong electronic identification with Finnish online banking credentials or a Finnish mobile ID.

b)     By post to the address Eezy Oyj, Jimi Paavola, Maistraatinportti 1, FI-00240 Helsinki, Finland

The requested information, such as the shareholder’s name, date of birth or business ID, address, telephone number and e-mail address as well as the name of their possible assistant or proxy representative and the date of birth/personal identification number of the proxy representative must be provided in connection with the registration.

The personal data given to Eezy Plc or Euroclear Finland Oy by shareholders is used only in connection with the general meeting and in connection with the processing of the related necessary registrations.

Upon request, a shareholder, their representative or proxy representative must be able to prove their identity and/or representation right at the meeting venue.

2.     Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the general meeting by virtue of such shares based on which they would be entitled to be registered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date of the general meeting, 13 March 2026. In addition, the right to participate requires that holders of nominee registered shares be temporarily registered into the shareholder register maintained by Euroclear Finland Oy based on these shares on 20 March 2026 at 10:00 at the latest. As regards nominee registered shares, this constitutes due registration for the general meeting. Changes in shareholding after the record date of the general meeting do not affect the right to participate in the general meeting or the number of votes of the shareholder.

Holders of nominee registered shares are advised to contact their custodian bank in good time to request the necessary instructions regarding temporary registration in the company’s shareholder register, the issuing of proxy documents and voting instructions, registration for the general meeting and voting in advance. The account operator of the custodian bank has to temporarily register a holder of nominee registered shares who wishes to participate in the annual general meeting into the company’s shareholder register at the latest by the time stated above. When necessary, the account operator of the custodian bank also has to arrange advance voting on behalf of the holder of nominee registered shares within the registration period applicable to holders of nominee registered shares.

Further information on these matters is available on the company’s website at https://eezy.fi/en/investors/corporate-governance/general-meetings-of-shareholders/annual-general-meeting-3-2026/.

3.     Proxy representative and proxy documents

A shareholder may participate in the general meeting and exercise their rights at the meeting by way of proxy representation.

The proxy representative must produce a dated proxy document or power of attorney or otherwise in a reliable manner demonstrate their right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder must be identified in connection with the registration for the general meeting.

Any proxy documents should be announced in connection with registration, and the proxy documents should be delivered by post to the address Eezy Oyj, Jimi Paavola, Maistraatinportti 1, FI-00240 Helsinki, Finland or by e-mail to the address yhtiokokous@eezy.fi before the end of the registration period. In addition to submitting proxy documents, shareholders or their proxy representatives must ensure that they register for the general meeting in the manner instructed above in this notice.

Legal persons may use the Suomi.fi e-authorisation service as an alternative for a traditional proxy document. In such a case, the legal person authorises a proxy representative via the Suomi.fi service at www.suomi.fi/e-authorizations using the authorisation for ‘Representation at the General Meeting’. In Euroclear Finland Oy’s general meeting registration service, the proxy representatives must identify themselves by using strong electronic identification, after which the e-authorisation is verified automatically. Strong electronic identification requires Finnish online banking credentials or a Finnish mobile ID. For more information on e-authorisation, please see www.suomi.fi/e-authorizations.

4.     Advance voting

Shareholders who have a Finnish book-entry account may vote in advance on certain items on the agenda of the general meeting via the company’s website at https://eezy.fi/en/investors/corporate-governance/general-meetings-of-shareholders/annual-general-meeting-3-2026/ between 9:00 on 9 March 2026 and 16:00 on 20 March 2026. If the shareholder is an individual, identification in the advance voting service requires Finnish online banking credentials or a Finnish mobile ID. If the shareholder is a legal person, identification in the advance voting service requires their business ID and book-entry account number.

In addition to advance voting, shareholders must ensure that they register for the general meeting before the end of the registration period.

Proposed resolutions that are subject to advance voting are considered to have been presented unchanged in the general meeting, and the advance votes are taken into account in a vote held at the general meeting also in circumstances where an alternative resolution has been proposed concerning the matter. Taking the votes into account requires that the shareholder who voted in advance is registered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date of the general meeting.

Unless shareholders voting in advance participate in the general meeting at the meeting venue in person or by way of proxy representation, they will not be able to make counterproposals, vote for a possible counterproposal, or use their rights under the Finnish Limited Liability Companies Act to request information or a vote.

Holders of nominee registered shares can vote in advance through their account operators. Account operators can vote in advance on behalf of the holders of nominee registered shares they represent in accordance with the shareholders’ voting instructions during the registration period applicable to holders of nominee registered shares.

The terms and conditions and other instructions for advance voting will be available on the company’s website at https://eezy.fi/en/investors/corporate-governance/general-meetings-of-shareholders/annual-general-meeting-3-2026/ as of the beginning of the advance voting, 9 March 2026 at 9:00, at the latest.

5.     Other instructions / information

Pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice convening the general meeting, 4 March 2026, the total number of shares and votes in Eezy Plc is 25,046,815.

Helsinki, 4 March 2026

EEZY PLC

Board of Directors

Further information:

Ilpo Toivonen
General Counsel
ilpo.toivonen@eezy.fi
tel. +358 (0)40 307 5003

Questions from shareholders

Authorization proposed to the Board regarding Varma & the Board’s proposed authority to determine the maximum number of shares to be subscribed

Question

Does the authorization proposed to be granted to the Board of Directors to issue special rights to Varma entitle Varma to subscribe for any shares remaining unsubscribed in the share issue at the subscription price?

Why is it proposed that, on the basis of the authorization, the Board of Directors would be entitled to decide that the maximum number of shares to be subscribed for on the basis of the special rights issued in the share issue would be in total up to five million shares, or a lower number as determined by the Board?

Answer

In the notice of the Annual General Meeting, the Board of Directors is proposed to be authorized to revoke a resolution adopted by the Board of Directors on the basis of the authorization granted by the Annual General Meeting 2025, pursuant to which Varma was granted the right to subscribe for up to one million special rights in order to exercise the conversion right related to subordinated loans. The Company announced this matter in a stock exchange release on 30 April 2025:

Eezy Stock Exchange release 30 April 2025

Each special right entitles Varma to subscribe for one new share by offsetting the principal amount of the subordinated loan against the subscription price. The subscription price per share corresponds to the volumeweighted average price (VWAP) of the Company’s share on the Nasdaq Helsinki exchange during the six (6) months preceding the conversion notice, reduced by ten (10) per cent. The subscription price may be adjusted in certain circumstances in accordance with the terms and conditions of the special rights.

In the contemplated share issue, the relative significance of the special rights related to the subordinated loan granted to Varma as part of the financing arrangement could be diluted if the number of such rights were to remain limited to a maximum of one million shares despite the share issue. The purpose of the new authorization to be sought from the Annual General Meeting 2026 to issue up to five million special rights to Varma is to ensure that, following the share issue, the special rights held by Varma would entitle Varma to the same proportion of the Company’s shares as prior to the share issue.

Varma’s conversion right will commence on 30 April 2028 and will remain in force until the maturity date of the subordinated loan, i.e. 30 April 2030, unless the subordinated loan is repaid prior thereto. In addition, Varma is entitled to exercise its conversion right prior to the commencement of the conversion period if an event of default triggering acceleration occurs in accordance with the terms and conditions of the subordinated loans. In such case, the subscription price shall be determined as described above.

Outcome of the short-term incentive scheme & performance measures and weightings applied under the performance based share plan (PMSP)

Question

What was the outcome of the shortterm incentive scheme, and what were the performance measures and weightings applied under the performancebased share plan (PMSP)?

Answer

The Company develops its remuneration reporting in accordance with the Finnish Corporate Governance Code and established market practice. The Company also seeks to consider development proposals submitted by shareholders regarding the presentation of the remuneration report.

As stated in the section “Remuneration of the CEO 2025” in the remuneration report, no shortterm incentive was paid to the CEO. Accordingly, the outcome is presented as “–” in the table describing the CEO’s remuneration. The CEO’s shortterm incentive did not materialise for the financial year. The performance criterion of the CEO’s shortterm incentive scheme is presented on page 3 of the remuneration report as follows:

Earning criteria Weighting Remuneration max 
Achieved annual savings target 100 % nine (9) month salary (1) 
1) The CEO’s entitlement to a performance bonus shall be adjusted on a pro rata basis according to the number of months served as CEO during the year 2025.

The Board of Directors did not decide to introduce a performancebased sharebased incentive scheme for the CEO during the previous financial year. Consequently, the performance criteria and their respective weightings have not yet been determined and therefore cannot be described in the remuneration report. For the same reason, the remuneration table relating to the CEO indicates “–” as the outcome.

Emolument Total 
Fixed salary 234 
Fringe benefits 
Performance-based bonus (STI) – 
Performance-based share bonus (PMSP) – 
Share-based bonus (LTI) – 
Total 235 
The relative proportion of fixed and variable components (STI / LTI) 100 % / 0 % 
The CEO of the company is not entitled to the supplementary pension paid by the Company in addition to the statutory pension benefit. 

Diversity of the Board of Directors in relation to the requirements of the Finnish Corporate Governance Code and the Limited Liability Companies Act

Question

How does the Company address the requirements of the Finnish Corporate Governance Code and the Limited Liability Companies Act, pursuant to which balanced representation of women and men on the Board of Directors must be achieved by 30 June 2026? In the Board composition proposed to the Annual General Meeting, the proportion of women is 29% and the proportion of men is 71%.

Answer

The Company complies in its operations with applicable legislation and the recommendations of the Finnish Corporate Governance Code for listed companies. In accordance with Recommendation 8 of the Corporate Governance Code, the composition of the Board of Directors shall be sufficiently diverse, and balanced representation of women and men shall be achieved.

The objective is that, when assessed as a whole, the Board of Directors has sufficient expertise, experience and competence to implement the Company’s strategy in force from time to time. When proposing and electing members to the Board of Directors, attention is also paid to ensuring that their expertise, experience and competence best support the development of the Company’s business. Of the candidates proposed for election to the Board of Directors, 29% are women and 71% are men.

Pursuant to Recommendation 8 of the Finnish Corporate Governance Code 2025 and the transitional provisions of the Limited Liability Companies Act, balanced representation of women and men on the Board of Directors must be achieved no later than 30 June 2026. Until that date, the Corporate Governance Code 2020 applies, under which both genders must be represented on the Board of Directors.

The Company’s objective is that, in the future, the composition of the Board of Directors will comply with Recommendation 8 of the Corporate Governance Code 2025 and the applicable provisions of the Limited Liability Companies Act. The Shareholders’ Nomination Board proposed to be established by the Company will, in its activities, also consider the objective of promoting balanced representation of women and men on the Board of Directors.

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