Invitation to the Annual General Meeting of St1 Nordic Oy

Shareholders representing over 97% of the share capital have indicated that they support the proposals to be put forward at the Annual General Meeting. The company’s main shareholders, Mika Anttonen, Keele Oy, Kim Wiio and Mininvest Oy, will be represented at the General Meeting by proxy by the company’s CEO, Henrikki Talvitie.

The following matters will be discussed at the General Meeting:

1.    Opening of the meeting

2.   Organisation of the meeting

3.   Election of minutes checkers and vote counters

4.   Confirmation of the legality of the meeting

5.   Confirmation of attendance and approval of the voting list

6.   Presentation of the 2025 financial statements, annual report and auditor’s report

7.   Approval of the financial statements

8.   Allocation of the profit shown in the balance sheet and resolution on the payment of a dividend

The Board of Directors proposes to the Annual General Meeting that St1 Nordic Oy pay a dividend for the financial year ended 31 December 2025 in the amount of EUR 3.00 per share, totalling EUR 113.208.954,00. The Board of Directors also proposes that the dividend be paid to shareholders who are shareholders by 22 April 2026 and that the dividend be paid on 29 April 2026. Furthermore, the Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide, at its discretion, on the distribution of an additional dividend of up to EUR 1.50 per share, totalling a maximum of EUR 56.604.477,00 million, during 2026.

9.   Resolution on the discharge of the Board members and the CEO

10.   Resolution on the remuneration of Board members

It is proposed to the Annual General Meeting that the members of the Board of Directors, excluding the Chairman, be paid the following remuneration in cash for the term of office ending at the close of the next Annual General Meeting:

• • EUR 50,000 to each member of the Board

11.   Election of Board members and determination of the number of Board members

It is proposed to the Annual General Meeting that the current members of the Board of Directors be re-elected for the term ending at the close of the next Annual General Meeting. It is also proposed that the number of Board members be set at five (5).

The new Board in its entirety:

• • Mika Anttonen, Chairman of the Board
  • Kim Wiio
  • Kati Ihamäki
  • Lotta Kopra
  • Annika Esono Manninen

12.   Determination of the auditor’s remuneration

The Board of Directors proposes to the Annual General Meeting that the auditor to be elected be paid a fee in accordance with a reasonable invoice.

13.   Election of the auditor

The Board of Directors proposes to the Annual General Meeting that the auditing firm Deloitte Oy be re-elected as auditor for the term ending at the close of the next Annual General Meeting; Deloitte Oy has announced that Aleksi Martamo, Authorised Public Accountant, would act as the principal auditor.

14.   Authorisation of the Board of Directors to acquire the company’s own shares

The Board of Directors proposes to the General Meeting that the General Meeting resolve to authorise the Board of Directors to decide on the acquisition of the company’s own shares in accordance with Chapter 15 of the Limited Liability Companies Act on a directed basis, i.e. otherwise than in proportion to the shareholders’ holdings, as follows: The Board of Directors proposes that a maximum of 120,000 (one hundred and twenty thousand) shares be acquired and that the General Meeting authorise the Board of Directors to decide on the period during which the shares may be offered, after which the Board of Directors will make the decision on the acquisition.

It is proposed that the authorisation remain in force until the conclusion of the next Annual General Meeting. It is proposed that the purchase price be EUR 36.33 per share, based on the Group’s equity for the previous financial year, less dividends, and divided by the number of shares. It is also proposed that shareholders must offer at least 3,000 shares for acquisition, or all the shares they own if they hold fewer than 3,000 shares.

Only shares held by the shareholder that are not subject to pledges or other similar rights may be offered for purchase.

There is a compelling financial reason for the acquisition of own shares, namely to clarify the ownership structure and to enable those who so wish to divest their holdings. The acquisition of own shares in accordance with the authorisation may be carried out in one or more tranches.

15.   Change of the company’s name

The Board of Directors proposes to the General Meeting that the company change its name from St1 Nordic Oy to St1 Oy. It is proposed that Article 1 of the company’s Articles of Association be amended accordingly.

Old text: Section 1 The company’s business name is St1 Nordic Oy, in Swedish St1 Nordic AB and in English St1 Nordic Corporation

New text: Section 1: The company’s business name is St1 Oy, in Swedish St1 AB and in English St1 Corporation

The change shall be notified to the Finnish Patent and Registration Office (PRH) for registration.

16.   Authorising the Board of Directors to decide on donations to Aalto University

The Board of Directors proposes to the General Meeting that the Board be authorised to decide on a donation of up to a total of EUR 3,000,000 to Aalto University for the establishment of two full-time endowed professorships. St1 will thus contribute 50% towards the establishment of professorships in the field of energy strategy and new energy technologies and innovations.

17.   Any other business

18.   Closing of the meeting

Helsinki, 2 April 2026

St1 Nordic Oy Board of Directors