Resolutions of Meriaura Group Plc's Annual General Meeting and the Board of Directors - Seite 2

Alternatively, if so resolved by the Board of Directors, the remuneration shares can be purchased in the name of and on behalf of the Board members. In such case the company will pay any costs and transfer tax related to the purchase of the company shares.

If the shares cannot be given due to insider regulations during the before mentioned time periods, the shares shall be given outright once it is possible in accordance with the insider regulations in force at that time. Members of the Board of Directors are not allowed to transfer the shares obtained as remuneration before their membership in the Board has ended.

In addition, it was resolved that the members of the Board of Directors are reimbursed for reasonable travel and lodging costs. Travel and lodging costs are not compensated to those members of the Board of Directors who reside in the greater Helsinki area when the meetings are held in the greater Helsinki area.

Election of members of the Board of Directors

The General Meeting re-elected Mr. Jussi Mälkiä, Mr. Ville Jussila and Ms. Kati Ihamäki and elected Mr. Patrik Rautaheimo and Mr. Antti Vehviläinen as new members of the Board of Directors.

Auditor

The General Meeting resolved that the auditor’s fees will be paid according to the auditor’s reasonable invoice approved by the company. Auditing firm KPMG Oy Ab was elected as the company's auditor. KPMG Oy Ab has informed that the principal auditor will be Mr. Henry Maarala, Authorised Public Accountant.

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

The General Meeting resolved in accordance with the proposal of the Board of Directors 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.