Notice to Partnera Corporation's Extraordinary General Meeting

Partnera Corporation
Company release
21 August 2025, at 1:14 pm (EEST)

Unofficial translation of the company release on 21 August 2025, at 1:14 pm (EEST). In case the document differs from the original, the Finnish version prevails.

NOTICE TO PARTNERA CORPORATION’S EXTRAORDINARY GENERAL MEETING

The shareholders of Partnera Corporation are invited to an Extraordinary General Meeting of the company to be held on Wednesday, 1 October 2025, starting at 10:00 am (EEST) at Technopolis Oy, Auditorium, address Yrttipellontie 1, 90230 Oulu.

The registration of participants, the distribution of voting tickets and serving of coffee will commence at 9:00 am (EEST) at the designated meeting venue.

A. Matters on the agenda of the Extraordinary General Meeting

The following matters will be considered at the General Meeting:

1. Opening of the General Meeting

2. Calling the 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 General Meeting

5. Recording the attendance at the General Meeting and adoption of the list of votes

6. Amendment of the Articles of Association

The Board of Directors proposes an amendment to the section 1 of the Articles of Association concerning the corporate name. The company’s current name, Partnera Oyj, is to be changed to Foamit Oyj.

Following the proposed amendment, the section 1 of the Articles of Association will read in full as follows: “The company’s corporate name is Foamit Oyj in Finnish, Foamit Abp in Swedish and Foamit Corporation in English.”

7. Election of the new member and Deputy Chair of the Board of Directors

The Shareholders’ Nomination Committee comprising representatives of the largest shareholders, representing approximately 60 per cent of the outstanding shares of the company, proposes the re-election of the members of the Board of Directors Jenni Heino, Mirja Illikainen, Pirjo Kivari and Jari Pirinen who were elected at the Annual General Meeting on 27 March 2025. The Shareholders’ Nomination Committee proposes further that Kalle Saarimaa is elected as a new member of the Board of Directors for the term that ends at the conclusion of the following Annual General Meeting.

The Shareholders’ Nomination Committee proposes the re-election of Jari Pirinen as the Chair of the Board of Directors and the election of Pirjo Kivari as the new Deputy Chair of the Board of Directors.

The person appointed to the position of the Board of Directors, along with an estimation of his independence from the Company are presented on the Company’s website at www.partnera.fi. The candidate has consented to the appointment.

8. Closing of the General Meeting                

B. Documents of the General Meeting

The aforementioned proposals for the decisions on the matters on the agenda of the General Meeting, this notice as well as the organisational document of the General Meeting are available in Finnish on the Company’s website at www.partnera.fi from 21 August 2025. The proposed resolutions will also be available for inspection at the Extraordinary General Meeting. Copies of the proposed resolutions and this notice will be sent to shareholders on request. The notice of the Extraordinary General Meeting will not be sent to shareholders separately.

The minutes of the General Meeting will be available on the aforementioned website as of 15 October 2025, at the latest.

C. Instructions for the participants of the General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who on the record date of the General Meeting, 19 September 2025, is registered in the shareholders’ register of the company held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is automatically registered in the shareholders’ register of the company.

The registration for the General Meeting will commence on 10 September 2025 at 10:00 am (EEST). A shareholder who wishes to participate in the Extraordinary General Meeting, shall register for the meeting no later than 24 September 2025 at 4:00 pm (EEST) by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date. The registration can be done in the following ways:

• via company’s website at www.partnera.fi. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with online banking credentials or mobile certificate.
• by email to yhtiokokous@partnera.fi or
• by telephone on +358 8 313 3410 on weekdays between 10:00 am and 2:00 pm (EEST).

In connection with the registration, the shareholder is required to provide information, such as the shareholder’s name, date of birth or business identity code, telephone number and email address, the name of any assistant or proxy representative and the proxy representative’s date of birth. Any personal data provided by the shareholders to Partnera Corporation will only be used in connection with the Extraordinary General Meeting and the processing of related registrations.

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

2. Holder of nominee registered shares

A holder of nominee registered shares has the right to attend the Extraordinary General Meeting by virtue of the shares based on which they would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy on the record date of the General Meeting, 19 September 2025. Participation also requires that the shareholder is temporarily registered in the shareholders’ register held by Euroclear Finland Oy on 26 September 2025 by 10:00 am (EEST) at the latest. For 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 meeting or the number of voting rights held at the meeting.

A holder of nominee registered shares is advised to request from their custodian bank without delay necessary instructions regarding temporary registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the General Meeting. The account manager of the custodian bank shall temporarily register a holder of nominee registered shares who wishes to participate in the Extraordinary General Meeting in the shareholders’ register of the company by 26 September 2025 by 10:00 am (EEST) at the latest. Further information is available on the company’s website at www.partnera.fi.

3. Proxy representative and powers of attorney

A shareholder may attend the General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Extraordinary General Meeting. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares held on different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting

Any proxy documents are requested to be submitted by mail to Partnera Oyj, Kauppurienkatu 12 A, 90100 Oulu or alternatively by email to yhtiokokous@partnera.fi, before the end of the registration period. The original proxy documents must be prepared to present at the meeting venue upon registration. In addition to submitting the proxy documents, the shareholder or their proxy representative must make sure to register for the General Meeting in accordance with the instructions provided herein.

Shareholders can also use the electronic Suomi.fi authorisation service in the electronic registration service for authorising their proxies instead of using the traditional proxy authorisation.

4. Other instructions and information

Shareholders who have registered for the General Meeting or their proxy will be given a voting ticket upon arrival to the meeting.

Pursuant to Chapter 5, Section 25 of the Finnish 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.

Any changes in the ownership of shares that have occurred after the record date of the General Meeting do not affect the right to participate in the General Meeting nor the number of votes of the shareholder at the General Meeting.

Information on General Meetings laid down in the Finnish Companies Act and the Securities Markets Act is available on the Company’s website at www.partnera.fi.

On the date of this Notice to the General Meeting, the total number of shares in Partnera Corporation is 39,246,395. The 1,212,671 treasury shares held by the company are included in the aforementioned number of shares, i.e. the number of shares outstanding 38,033,724. Any changes in the ownership of shares that have occurred after the record date of the General Meeting do not affect the right to participate in the General Meeting nor the number of votes of the shareholder at the General Meeting.

 

Oulu, 21 August 2025  

Partnera Corporation  
Board of Directors

 

Further information

Partnera Corporation
Jussi Lappalainen, Interim CEO
tel. +358 40 530 6446
email: jussi.lappalainen@partnera.fi

Certified advisor:
Augment Partners AB
tel. +46 8 604 22 55
email: info@augment.se

 

Distribution

Nasdaq Helsinki
Key media

 

Partnera in brief

Partnera is an international business group that promotes sustainable development with its operations through the companies it owns. Partnera Corporation’s shares are listed on Nasdaq First North Growth Market Finland. www.partnera.fi