Notice of the Annual General Meeting of Musti Group Plc

Notice of the Annual General Meeting of Musti Group Plc

Musti Group Plc           Stock Exchange Release              Notice of General Meeting                  10.1.2024 at 1:00 p.m. EET

Notice is given to the shareholders of Musti Group Plc (the "Company") to attend the Annual General Meeting to be held on Wednesday 31 January 2024 at 11:00 a.m. (EET) at Eliel studio in Sanomatalo at Töölönlahdenkatu 2, 00100 Helsinki, Finland. The reception of participants and the distribution of ballots will commence at the meeting venue at 10:30 a.m. (EET). Shareholders may also exercise their voting rights by voting in advance or by way of proxy representation. Instructions for advance voting and authorization of proxy representatives are presented in section C. of this notice under "Instructions for the participants in the Annual General Meeting".

Shareholders, who are entitled to attend and who have registered for the Annual General Meeting, will be able to follow the Annual General Meeting online via a webcast. Instructions for shareholders to follow the Annual General Meeting via the webcast are available on the Company's website at www.mustigroup.com/agm. Following the meeting via webcast is not considered participation in the Annual General Meeting or exercise of shareholders' rights under the Finnish Companies Act, and via the webcast it is not possible to ask questions, make counterproposals, address the meeting, or vote.

A.               Matters on the agenda of the Annual General Meeting          

1.                Opening of the meeting

2.                Calling the meeting to order

3.                Election of persons to scrutinize the minutes and supervise counting of the votes

4.                Recording the legality of the meeting

5.                Recording attendance at the meeting and adoption of the list of votes

6.            Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the financial year 1 October 2022 – 30 September 2023

CEO's review will be presented at the Annual General Meeting.

The annual accounts, the report of the Board of Directors and the auditor's report are available on the Company's website at www.mustigroup.com/agm.

7.                Adoption of the annual accounts

8.                Resolution on the use of profits shown on the balance sheet and the return of capital

The parent company’s distributable equity as at 30 September 2023 amounted to EUR 131,026,903.86 of which the profit for the financial year was EUR 3,671,767.82.

The Board of Directors proposes that based on the balance sheet to be adopted for the financial year ended on 30 September 2023, no divided is distributed. Instead, the Board of Directors proposes to be authorized, at its discretion, to decide on the payment of a return of capital of an aggregate maximum of EUR 0.60 per share from the Company's invested unrestricted equity reserve in one or more instalments later. At the time of publication of this notice, the offer period of the recommended public cash tender offer for the Company (the "Tender Offer") by the consortium formed by Sonae Holdings, S.A., Jeffrey David, Chairman of the Board of Directors of the Company, Johan Dettel, a member of the Board of Directors of the Company and David Rönnberg, CEO of the Company, is still ongoing and the final results of the Tender Offer will only be known at a later date. As the offer document published on 15 December 2023 provides that the offer price payable in the Tender Offer shall be adjusted on a euro-for-euro basis should the Company declare or distribute dividend or otherwise distribute funds or any other assets to its shareholders, the Board of Directors' authorization to pay return of capital would only enter into force as of the publication of the final results of the Tender Offer.

The authorization would be valid until the beginning of the next Annual General Meeting. The Company shall publish any decisions concerning the return of capital made by the Board of Directors pursuant to the authorization separately and will in connection therewith confirm the record date and the payment date applicable to the return of capital.

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

10.             Advisory resolution on the Remuneration Report

                   The Remuneration Report of the Company’s governing bodies is available on the Company’s website at www.mustigroup.com/agm.

                  The resolution by the Annual General Meeting on approval of the Remuneration Report is advisory. 

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

The Board of Directors proposes, based on the Remuneration Committee’s recommendation, 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

The Board of Directors also proposes, based on the Remuneration Committee’s recommendation, that the members of the Audit Committee and the Remuneration Committee of Board of Directors be paid the following annual remuneration:

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

12.             Resolution on the number of members of the Board of Directors

The Board of Directors proposes that the number of members of the Board of Directors shall be five (5) for the term of office expiring at the end of the next Annual General Meeting.

13.             Election of the members of the Board of Directors

The Board of Directors proposes that the current members of the Board of Directors Jeffrey David, Ingrid Jonasson Blank, Ilkka Laurila, Johan Dettel and Inka Mero be re-elected as members of the Board of Directors.

Further information about the candidates and their independence is available on the Company's website at www.mustigroup.com/agm.

14.             Resolution on the remuneration of the auditor

The Board of Directors proposes, based on the Audit Committee's recommendation, that the remuneration of the auditor be paid against a reasonable invoice approved by the Audit Committee.

15.             Election of the auditor

The Board of Directors proposes, based on the Audit Committee's recommendation, that Ernst & Young Oy, Authorized Public Accountants, be re-elected as the auditor of the Company.

Ernst & Young Oy has notified the Company that Johanna Winqvist-Ilkka, Authorized Public Accountant, would act as the auditor with principal responsibility. The term of office of the auditor expires at the end of the next Annual General Meeting.

The Audit Committee has prepared its recommendation in accordance with the EU Audit Regulation (537/2014). The Audit Committee confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in Article 16, paragraph 6 of the EU Audit Regulation, which would restrict the choice by the Annual General Meeting as regards the appointment of the auditor, has been imposed upon it.

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

The Board of Directors proposes that the Board of Directors be authorized 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 30 January 2023 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 31 March 2025.

17.             Authorizing the Board of Directors to decide on the issuance of new shares or special rights entitling to shares

The Board of Directors proposes that the Board of Directors be authorized 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 30 January 2023 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 31 March 2025.

18.             Waiver of the transfer restriction regarding the remuneration of the members of the Board of Directors

               In the resolution on the remuneration of the Board of Directors adopted by the Annual General Meeting on 27 January 2022 it is stated that the annual remuneration for the members of the Board of Directors be paid in Company shares and cash so that 50 percent of the annual remuneration will be used to purchase Company shares in the name and on behalf of the members of the Board of Directors from the market at a price determined in public trading, and the rest of the annual remuneration will be paid in cash. A member of the Board of Directors may not transfer the shares received as remuneration before his/her membership in the Board of Directors has ended.

               For the members of the Board of Directors holding such remuneration shares to be able, should they wish, to participate in the Tender Offer with such shares, the Board of Directors proposes that the transfer restriction on the Board of Directors' remuneration shares resolved at the Annual General Meeting held on 27 January 2022 be waived.

19.             Closing of the meeting

B.               Documents of the Annual General Meeting

This notice, including the proposals for resolutions on the agenda of the Annual General Meeting in their entirety, is available on the Company's website at www.mustigroup.com/agm. The Annual Report of the Company which includes the annual accounts, the report of the Board of Directors and the auditor's report as well as the Remuneration Report, is also available on the same website. The proposals for resolutions and other above-mentioned documents are also available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned Company's website no later than on 14 February 2024.

C.               Instructions for the participants in the Annual General Meeting

1.                Shareholders registered in the shareholders' register and registration

Each shareholder who is on the record date of the Annual General Meeting on 19 January 2024 entered in the shareholders' register of the Company maintained by Euroclear Finland Oy, has the right to attend the Annual General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account or equity savings account, is automatically entered in the shareholders' register of the Company.

Registration for the Annual General Meeting and advance voting will commence on 11 January 2024 at 10:00 a.m. (EET). A shareholder entered in the shareholders' register of the Company who wishes to participate in the Annual General Meeting shall register for the Annual General Meeting and, should they wish, vote in advance by no later than 24 January 2024 at 4:00 p.m. (EET). The registration and possible advance votes must be received by the Company or Innovatics Oy before the end of the said registration period.

Registration can be done in the following ways:

1. on the Company's website at www.mustigroup.com/agm

Electronic registration through the website requires strong electronic authentication of the shareholder or the shareholder's proxy representative or legal representative with a Finnish, Swedish or Danish bank ID or mobile certificate.

2. by email or regular mail

A notice to attend may be sent by email addressed to agm@innovatics.fi or by regular mail addressed to Innovatics Oy, Yhtiökokous / Musti Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

In connection with the registration, a shareholder must provide the requested information, such as the shareholder's name, date of birth or business identity code, address, telephone number and e-mail address, and the name and the date of birth of a possible authorized proxy representative, legal representative or assistant. Any personal data provided to the Company or Innovatics Oy by shareholders will only be used for the purposes of the Annual General Meeting and for the processing of related registrations. Shareholders registering for the Annual General Meeting by email or regular mail are recommended to use the registration and advance voting form available on the Company's website at www.mustigroup.com/agm for the registration and possible advance voting.

A shareholder, their possible authorized proxy representative, legal representative or assistant must be able to prove their identity and/or right of representation at the Annual General Meeting upon request.

Further information on registration and advance voting is available by telephone during the registration period for the Annual General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon and from 1:00 p.m. to 4:00 p.m. (EET).

2. Holders of nominee-registered shares

Holders of nominee-registered shares are entitled to participate in the Annual General Meeting by virtue of shares which would entitle the shareholder to be entered in the shareholders' register of the Company maintained by Euroclear Finland Oy on the record date of the Annual General Meeting on 19 January 2024. In addition, their participation requires that the shareholder has been temporarily entered based on such shares in the shareholders' register maintained by Euroclear Finland Oy by 10:00 a.m. (EET) on 26 January 2024 at the latest. For nominee-registered shares, this constitutes due registration for the Annual General Meeting.

Holders of nominee-registered shares are advised to request from their custodian without delay necessary instructions for temporarily entering their shares in the shareholders' register of the Company, issuing of proxy authorization documents and voting instructions as well as registration and possibly voting in advance for the Annual General Meeting. The account manager of the custodian shall temporarily enter a holder of nominee-registered shares wishing to attend the Annual General Meeting in the shareholders' register of the Company by 10:00 a.m. (EET) on 26 January 2024 at the latest, and, as needed, see to voting in advance on behalf of a nominee-registered shareholder before the expiration of the registration period applicable to nominee-registered shareholders. For the sake of clarity, it is noted that holders of nominee-registered shares cannot register for the Annual General Meeting on the Company’s website, but they must be registered by their custodians instead.

3. Proxy representatives and powers of attorney

Shareholders may participate in the Annual General Meeting and exercise their rights also by appointing a proxy representative. A proxy representative shall produce a dated proxy authorization document or otherwise demonstrate in a reliable manner their right to represent the  shareholder at the Annual General Meeting. A proxy representative may also choose to vote in advance in the manner described in this notice. Proxy representatives registering electronically for the Annual General Meeting must identify themselves personally through strong electronic authentication, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance electronically.

If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative is authorized to represent the shareholder shall be identified in connection with the registration.

Natural persons may appoint a proxy representative in connection with the registration to the Annual General Meeting at the Company’s website. Otherwise, a proxy document must be used. A model proxy authorization document is available on the Company's website at www.mustigroup.com/agm.

Possible proxy authorization documents are requested to be submitted preferably as attachments in connection with electronic registration or alternatively by email to agm@innovatics.fi or as original copies by mail to Innovatics Oy, Yhtiökokous/Musti Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, so that the proxy authorization documents are received before the end of the registration and advance voting period. In addition to delivering proxy authorization documents, shareholders or their proxy representatives must register for the Annual General Meeting in the manner described in this notice.

Delivering a proxy authorization document in the manner described above will constitute due registration for the Annual General Meeting if it contains the information required for the registration described in section C.1.

Shareholders that are legal entities may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic "Representation at the General Meeting"). When registering for the Annual General Meeting in the general meeting service, authorized representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.

4. Advance voting

Shareholders with a Finnish book-entry account or equity savings account may also vote in advance on certain agenda items of the Annual General Meeting during the period between 11 January 2024 at 10:00 a.m. (EET) – 24 January 2024 at 4:00 p.m. (EET).

Shareholders who have voted in advance and who wish to exercise their right to ask questions, demand a vote or vote on a possible counterproposal under the Finnish Companies Act at the Annual General Meeting must participate in the Annual General Meeting at the meeting venue in person or by way of proxy representation.

For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may cast advance votes on behalf of the holders of nominee-registered shares in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.

Advance voting can be done as follows:

1. electronically on the Company’s website at www.mustigroup.com/agm

Electronic voting in advance requires strong electronic authentication of the shareholder or the shareholder's proxy representative or legal representative with a Finnish, Swedish or Danish bank ID or mobile certificate.

2. by email or regular mail

A shareholder may submit the registration and advance voting form available on the Company's website or corresponding information to Innovatics Oy by email addressed to agm@innovatics.fi or by regular mail addressed to Innovatics Oy, Yhtiökokous/Musti Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. A legal representative or authorized proxy representative of a shareholder must in connection with delivering the registration and advance voting form produce a dated proxy authorization document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting.

If a shareholder participates in the Annual General Meeting by submitting votes in advance to Innovatics Oy before the deadline for registration and advance voting, the submission of votes constitutes due registration for the Annual General Meeting provided that it contains the information required for registration, as mentioned above in section C.1.  

A proposal subject to advance voting is considered to have been presented without amendments at the Annual General Meeting.

Instructions regarding the electronic advance voting will also be available on the Company’s website at www.mustigroup.com/agm.

5. Other instructions and information

The meeting language of the Annual General Meeting will be Finnish. There will be simultaneous interpretation into English available at the Annual General Meeting.

The information concerning the Annual General Meeting required under the Finnish Companies Act and the Finnish Securities Markets Act is available on the Company's website at www.mustigroup.com/agm.

On the date of this notice, the total number of shares in the Company is 33,535,453 carrying an aggregate of 33,535,453 votes. According to the Articles of Association each share carries one vote. On the date of this notice, the Company holds 147,566 treasury shares, in respect of which voting rights cannot be used at the Annual General Meeting.

Changes in the number of shares held after the record date of the Annual General Meeting shall not have an effect on the right to participate the Annual General Meeting nor on the number of votes held by a shareholder in the Annual General Meeting.

In Helsinki, 10 January 2024

MUSTI GROUP PLC

THE BOARD OF DIRECTORS