Meriaura Group Oyj

Notice to the Annual General Meeting of Meriaura Group Plc.

Meriaura Group Plc
Company Release                           11 April 2024 at 13.30 (CET)

Notice to the Annual General Meeting of Meriaura Group Plc.

Notice is given to the shareholders of Meriaura Group Plc. to the Annual General Meeting to be held on Friday, 3 May 2024 at 9.30 (EET) at Scandic Simonkenttä’s Mansku meeting room, address Simonkatu 9, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.00 (EET).

A. Matters on the 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 persons to scrutinize the minutes and 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 annual accounts that includes group annual accounts and annual report as well as the auditor's report for the year 2023
- Review by the CEO

7. Adoption of the annual accounts

8. Loss shown on the balance sheet and resolution on the payment of dividends
The Board of Directors proposes that the net profit of EUR 7,844,371.11 be transferred to retained earnings / loss account and that no dividend be paid.

9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO

10. Resolution on remuneration of the members of the Board of Directors

Shareholders representing approximately 63,41% per cent of the company's shares and votes propose that the members of the Board of Directors to be elected be paid the following remuneration for the term that begins at the end of the Annual General Meeting and ends at the end of the next Annual General Meeting: EUR 21,600 for the Chairman of the Board and EUR 10,800 for each of the other members of the Board.

According to the proposal approximately 40 per cent of the remuneration to be paid to the members of the Board of Directors will be paid by giving to the Board members company's new shares based on the Board of Directors’ share issue authorization and approximately 60 per cent in cash. Cash portion of the remuneration is proposed to be paid in 12 monthly instalments to the extent it exceeds the amount of tax withholding from the remuneration. The number of remuneration shares will be determined on the basis of the value of the company's share in First North Growth Market Finland as follows: the volume weighted average price of the Meriaura Group Plc’s share within two (2) weeks following the publication of the half-year report for the period 1 January - 30 June 2024 will be used as the value of share.