Decisions of the Annual General Meeting of Musti Group plc

Musti Group plc Stock Exchange Release  Decisions of General Meeting 28 April 2026 at 4:00 p.m. EEST

Musti Group plc's (the "Company") Annual General Meeting was held today on 28 April 2026 in Helsinki. The Annual General Meeting adopted the annual accounts for the financial year 1 January 2025 – 31 December 2025 and discharged the persons who have acted as the members of the Board of Directors and CEO during the financial year from liability. In its advisory resolution, the Annual General Meeting approved the Remuneration Report for the institutions.

Use of the result shown on the balance sheet and the distribution of the dividend

 

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors that based on the balance sheet adopted for the financial year ended on 31 December 2025, no dividend is distributed.

Remuneration of the members of the Board of Directors

The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, that the members of the Board of Directors be paid the following annual remuneration:

• Chair of the Board of Directors: EUR 65,000
• Other members of the Board of Directors: EUR 35,000

In addition, members of the Audit Committee and the Remuneration Committee of Board of Directors will be paid the following annual remuneration:

• Chair of the Committee: EUR 7,500
• Other Committee members: EUR 5,000

The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, that the aforementioned remuneration shall not be paid to Board members who are employed by the company's ultimate parent company, Sonae SGPS, S.A.

Composition of the Board of Directors

The Annual General Meeting decided that the number of members of the Board of Directors shall be six (6). The Annual General Meeting decided that Tiina-Liisa Liukkonen, Cláudia Teixeira de Azevedo, João Pedro Magalhães da Silva Torres Dolores, Eduardo Piedade, Jeffrey David, and Johan Dettel are re-elected as members of the Board of Directors for a term of office expiring at the end of the next Annual General Meeting.

Election and remuneration of the auditor

Ernst & Young Oy, Authorized Public Accountants, was re-elected as the auditor of the Company for a term of office ending at the end of the next Annual General Meeting. Ernst & Young Oy has notified the Company that Maria Onniselkä, Authorized Public Accountant, will act as the auditor with principal responsibility. The Annual General Meeting decided that the remuneration to the auditor shall be paid against a reasonable invoice approved by the Audit Committee.

Election and remuneration of the sustainability reporting assurer

Ernst & Young Oy, Authorized Sustainability Audit Firm, was re-elected as the sustainability reporting assurer of the Company for a term of office ending at the end of the next Annual General Meeting. Ernst & Young Oy has notified the Company that Maria Onniselkä, Authorized Sustainability Auditor, will act as the sustainability reporting assurer with principal responsibility. The Annual General Meeting decided that the remuneration to the auditor shall be paid against a reasonable invoice approved by the Audit Committee.

Authorizing the Board of Directors to decide to repurchase and/or to accept the Company’s own shares  as pledge

The Annual General Meeting authorized the Board of Directors to decide on the repurchase of the Company's own shares and/or on the acceptance as pledge of the Company's own shares as follows.

The number of own shares to be repurchased and/or accepted as pledge based on this authorization shall not exceed 3,185,000 shares in total, which corresponds to approximately 9.5 percent of all the shares in the Company. However, the Company together with its subsidiaries may not at any moment own and/or hold as pledge more than 10 percent of all the shares in the Company.

Own shares may be repurchased only using the unrestricted equity of the Company at a price formed in public trading on the date of the repurchase or otherwise at a price determined by the markets.

The Board of Directors decides on all other matters related to the repurchase and/or acceptance as pledge of own shares. Own shares may be repurchased using, inter alia, derivatives. Own shares may be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).

This authorization cancels the authorization given by the Annual General Meeting held on 29 April 2025 to decide on the repurchase the Company’s own shares and/or to accept the Company's own shares as pledge. The authorization is effective until the conclusion of the next Annual General Meeting, however, no longer than until 30 June 2027.

Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares

The Annual General Meeting authorized the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares referred to in chapter 10 section 1 of the Finnish Companies Act as follows.

The number of shares to be issued based on this authorization shall not exceed 3,185,000 shares, which corresponds to approximately 9.5 percent of all of the shares in the Company. The authorization covers both the issuance of new shares as well as the transfer of treasury shares held by the Company.

The Board of Directors decides on all other conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).

This authorization cancels the authorization given by the Annual General Meeting held on 29 April 2025 to decide on the issuance of shares as well as on the issuance of special rights entitling to shares. The authorization is effective until the conclusion of the next Annual General Meeting, however, no longer than until 30 June 2027.

In Helsinki, 28 April 2026

MUSTI GROUP PLC

THE BOARD OF DIRECTORS

 

Additional information:

Martin Svedholm, Director, Treasury and Investor Relations, tel. +358 50 579 0324

 

Distribution:
Nasdaq Helsinki
Principal media
www.mustigroup.com