Decisions of the organizing meeting of Musti Group Plc's Board of Directors
Musti Group Plc Stock Exchange Release Changes board/management/auditors 12 April 2024 at 2:00 p.m.
In its organizing meeting held today following the Extraordinary General Meeting, the Board of Directors of Musti Group Plc elected Cláudia Azevedo as the Chair of the Board of Directors and Jeffrey David as the Vice-Chair of the Board of Directors. Moreover, the Board of Directors appointed members to its Audit Committee and Remuneration Committee.
João Dolores was elected as the Chair of the Audit Committee and Johan Dettel as a member of the Audit Committee.
Cláudia Azevedo was elected as the Chair of the Remuneration Committee and Jeffrey David and João Günther Amaral as other members of the Remuneration Committee.
"Following the completion of the tender offer, Musti gained a new principal shareholder, with whom we are excited to work with to continue Musti's development as the leading pet care company in the Nordics. We are thrilled to begin the next chapter in Musti's story together with our incredible team, partners and other stakeholders as we continue to make life easier, more fun and safer for pets and their owners", says Jeffrey David, the Vice-Chair of the company's Board of Directors.
The Board of Directors has evaluated the independence of its members and concluded that all members of the Board of Directors are independent of the company, but not of its significant shareholder. The company complies with the Corporate Governance Code in evaluating the independence of the members of the Board of Directors.
As previously announced, the current composition of the Board of Directors departs from Recommendation 10 of the Corporate Governance Code, which states that at least two directors who are independent of the company shall also be independent of the significant shareholders of the company.
Moreover, the composition of the Audit Committee departs from Recommendation 16 of the Corporate Governance Code, which states that the majority of the members of the Audit Committee must be independent of the company and at least one member shall be independent of the company's significant shareholders.
As previously announced, the company's significant shareholder, Flybird Holding Oy, has assessed that following the completion of the tender offer for the company, it needs additional time to find appropriate candidates with the required expertise and experience who are also independent of the significant shareholders of the company. To that end, Flybird Holding Oy is actively seeking for at least two additional candidates, who are independent of both the company and its significant shareholders, to supplement the composition of the company's Board of Directors and its Committees as soon as possible.
The Board of Directors also resolved on the payment in cash of the already allocated share plan incentive based on the 2023 performance. The payment in cash was resolved in order to facilitate the establishment of a new long-term incentive plan during 2024. Such cash incentives to be paid amount to approximately EUR 2.4 million.
Musti Group Plc
Board of Directors
Additional information:
Martin Svedholm, Director, Treasury and Investor Relations, tel. +358 50 579 0324
Distribution:
Nasdaq Helsinki
Pricipal media
www.mustigroup.com
Musti Group in brief
Musti makes the life of pets and their owners easier, safer and more fun. We are the leading Nordic pet care company, and we operate an omnichannel business model to cater for the needs of pets and their owners across Finland, Sweden and Norway. We offer a wide, curated assortment of pet products. We also provide pet care services such as grooming, training and veterinary services in selected locations.
Musti Group’s net sales were EUR 426 million in the financial year 2023. At the end of the financial year 2023, the company had 1,643 employees, 1.5 million loyal customers and 342 stores.