NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF DOVRE GROUP PLC

Dovre Group Plc Stock Exchange Press Release on November 22, 2024, at 5 p.m.

NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF Dovre Group PLC

Notice is given to the shareholders of Dovre Group Plc (“Dovre” or the “Company”) for the Extraordinary General Meeting (“EGM”) which will be held on Monday, December 16, 2024, at 2:30 p.m. at the headquarters of Dovre, address Ahventie 4 B , 02170 Espoo The reception of those registered for the meeting and the distribution of voting tickets will begin at 2 p.m. at the meeting location.

Shareholders representing more than 40% of Dovre’s outstanding shares have indicated that they will vote in favor of all proposals presented in this notice to the EGM.

A. QUESTIONS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

During the EGM, the following questions will be examined:

1. Opening of the meeting

2. Opening of the session

3. Election of persons responsible for examining the minutes and verifying the counting of votes

4. Establishment of the legality of the meeting

5. Recording of attendance at the meeting and adoption of the voting list

6. Proposal of the Board of Directors to confirm and approve the sale of Dovre’s Norwegian project personnel and consultancy activities and the related amendment to Dovre’s statutes.

As announced on November 20, 2024, the Company signed a conditional agreement on November 20, 2024 with Sweden’s NYAB AB through which Dovre sells its entire Norwegian project personnel and consulting businesses for an estimated amount of 34 million euros in cash. Closing of the transaction is expected to occur on or about January 2, 2025.

The total consideration is estimated at around 34 million euros. This is based on a preliminary enterprise value determined as the estimated FY2024 EBIT of the divested businesses (€4.3 million) multiplied by 7 plus compensation for estimated net cash and an adjustment for situation estimated working capital as of December 31, 2024. purchase price payable at closing, Dovre will receive 80% in cash, while 20% will be deposited in an escrow account as collateral for the benefit of the buyer to satisfy any potential reimbursement obligation of Dovre with respect to the final purchase price. The final purchase price will be determined after closing based on the actual adjusted EBIT for fiscal year 2024 and the actual net cash and net working capital position as of December 31, 2024.

Further information on the transaction is available in the stock exchange press release published on November 20, 2024 and on the Dovre website www.dovregroup.com.

Given that once the transaction is finalized, Dovre will no longer carry out project personnel activities, the Company should modify its articles of association accordingly. The Board of Directors proposes to the general meeting that article 3 § of the statutes be modified as follows (modification underlined):

3 § Field of activity

The company can provide project staff and carries out management consulting, project management and other professional services, mainly in the energy, renewable energy, circular economy and infrastructure sectors. The company’s consultants may be either internal employees, subcontractors or third-party employees. The Company develops, markets and sells software products and consulting services related to project management, enterprise resource management and augmented reality. In addition, the Company may own and operate factories and construction companies whose activities are primarily focused in the energy, renewable energy and circular economy sectors. The company can produce and sell management services. The Company may engage in securities trading and hold shares in other companies and real estate.

The transaction described above is subject to approval by the extraordinary general meeting and modification of Dovre’s statutes. The Board of Directors unanimously proposes and recommends that the general meeting confirms and approves, as a whole, the sale of the entire project personnel activities and the Norwegian consulting activities of the Company and decides to modify the statutes.

7. Closing of the meeting.

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

The proposals of the Board of Directors, the stock market press release concerning the operation as well as this notice are available on the Company’s website www.dovregroup.com. The proposals of the Board of Directors are also available during the EGM. Copies of these documents and this notice will be sent to shareholders upon request.

C. INSTRUCTIONS FOR PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

1. Shareholder registered in the shareholder register

A shareholder registered in the register of shareholders of the Company maintained by Euroclear Finland Ltd, on the registration date of December 3, 2024, has the right to participate in the EGM. A shareholder whose shares are registered in his or her Finnish personal account is entered in the register of shareholders of the Company.

The registration period for the EGM begins on November 22, 2024. A shareholder registered in the shareholder register of the Company and who wishes to participate in the EGM must register no later than December 11, 2024, 10:00 a.m. , date by which registration must be received.

Registration for the AGM can be done:
a) on the Dovre Group Plc website at www.dovregroup.com
b) by email to [email protected]
c) by telephone to Dovre Group Plc/Marja Saukkonen, tel. +358 50 385 4296

As part of the registration, the shareholder must communicate his name, his personal identification number or his professional identification number, his address, his telephone number as well as the name of a possible assistant or representative and the personal identification number of an agent. Personal data provided to Dovre Group Plc is used solely for the purposes of the EGM and the processing of associated necessary registrations.

2. Holders of registered registered shares

A holder of registered registered shares has the right to participate in the EGM by virtue of these shares, on the basis of which he would be entitled to be entered in the register of shareholders of the Company maintained by Euroclear Finland Ltd on the date registration of the AGM of December 3, 2024. The right to participate further requires that the shareholder has, on the basis of these shares, been registered in the temporary register of shareholders maintained by Euroclear Finland Oy no later than 11 December 2024, before 10:00 a.m. With regard to registered shares, this constitutes proper registration at the EGM. Changes in shareholding after the registration date of the EGM do not affect the right to participate in the EGM nor the shareholder’s number of votes.

A holder of registered registered shares is advised to immediately request the necessary instructions regarding registration in the temporary register of shareholders of the Company, the issuance of proxy documents and registration for the EGM from its custodian bank . The account-keeping body of the custodian bank must register any holder of nominated registered shares who wishes to participate in the EGM in the temporary register of shareholders of the Company no later than December 11, 2024 at 10:00 a.m.

3. Agent and powers of attorney

A shareholder can participate in the EGM and exercise his rights at the meeting through a proxy. A proxy must produce a duly dated proxy document or reliably demonstrate their right to represent the shareholder at the EGM. When a shareholder participates in the EGM through several agents representing the shareholder with shares on different securities accounts, the actions by which each agent represents the shareholder will be identified when registering for the EGM .

All proxy documents must be delivered in original to Dovre Group Plc/Marja Saukkonen, Ahventie 4 B, 02170 Espoo, Finland, or in scanned copy by email to [email protected] by the last date of registration . In addition to submitting the proxy documents, the shareholder or proxy must register for the EGM as described in this notice.

4. Other information

Pursuant to Chapter 5, Article 25 of the Companies Act, a shareholder present at the EGM has the right to request information on matters to be considered at the meeting.

As of the date of this notice, the total number of shares and votes in Dovre Group Plc is 105,956,494.

Espoo, November 22, 2024

Dovre Group Plc
Board of Directors

For further information, please contact Mr. Arve Jensen, CEO, tel. +47 90 60 78 11 or Mr Hans Sten, CFO, tel. +358 20 436 2000.

DISTRIBUTION
Nasdaq Helsinki
Major media
www.dovregroup.com