Meriaura Group Oyj

Notice to the Annual General Meeting of Meriaura Group Plc. - Seite 3

All other proposed Board members except Jussi Mälkiä and Ville Jussila are independent from the company. All other proposed members except Jussi Mälkiä and Ville Jussila are independent of significant shareholders.

13. Resolution on remuneration of the auditor
The Board of Directors proposes that the auditor’s fees be paid according to the auditor’s reasonable invoice approved by the company.

14. Election of auditor
The Board of Directors proposes that auditing firm KPMG Oy Ab be re-elected as the company's auditor. KPMG Oy Ab has informed that the principal auditor will be Mr. Henry Maarala, Authorised Public Accountant. The term of office of the auditor ends at the closing of the Annual General Meeting following the election.

15. Authorizing the Board of Directors to decide on issuance of shares, options and other special rights

The Board of Directors proposes that the General Meeting resolves to authorize the Board of Directors to decide, in one or more transactions, on the issuance of shares and the issuance of options and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as follows:

The number of shares to be issued based on the authorization may in total amount to a maximum of 500,000,000 shares.

The Board of Directors decides on all the terms and conditions of the issuances of shares and of options and other special rights entitling to shares. The issuance of shares and of options and other special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue), if there is a weighty financial reason for the company.

Shares may be conveyed either against payment or free of charge in the company’s share issues. A directed share issue may be a share issue without payment only if there is an especially weighty reason for the same both for the company and in regard to the interests of all shareholders in the company.

The authorization is valid until 30 June 2026, and it replaces the authorization granted by the Extraordinary General Meeting on 25 November 2022.

16. Closing of the meeting

B. Documents of the General Meeting

The annual report of Meriaura Group Plc. that includes company’s annual accounts, group annual accounts, annual report and the auditor's report as well as this notice including the proposals made to the General Meeting are available on Meriaura Group Plc.’s website at meriauragroup.com. The documents mentioned above are also available at the meeting. Minutes of the General Meeting are available on the above-mentioned website as from 17 May 2024 at the latest.