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Resolutions of Meriaura Group Plc's Annual General Meeting and the Board of Directors
Meriaura Group Plc
Company Announcement 3 May 2024 at am 11.15 (CEST)
Resolutions of Meriaura Group Plc's Annual General Meeting and the Board of Directors
The Annual General Meeting of Meriaura Group Plc was held on 3 May 2024 in Helsinki. A total of 19 shareholders participated in the meeting, representing 603,765,718 shares, i.e. approximately 69,7 per cent of all shares and votes of the company.
Annual accounts for 2023
The General Meeting adopted the annual accounts for the financial period 2023 and resolved not to pay any dividend and that the net profit of the financial period EUR 7,844,371.11 shall be transferred to retained earnings/loss account.
Resolution on the discharge from liability of the members of the Board of Directors and the CEO
The General Meeting resolved to grant discharge from liability for the members of the Board of Directors and the CEO for the period 1 January 2023 – 31 December 2023 as well as for the preparation of the annual accounts.
Resolution on remuneration of the members of the Board of Directors
The General Meeting resolved that the members of the Board of Directors to 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.
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.
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.
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.
Organizing meeting of the Board of Directors
The Board of Directors elected in the Annual General Meeting held its organizing meeting after the Annual General Meeting and elected amongst its members Mr. Jussi Mälkiä as the Chairman of the Board and Mr. Antti Vehviläinen as Vice Chairman of the Board.
MERIAURA GROUP PLC
For more information:
Meriaura Group Plc
Managing Director Kirsi Suopelto
Phone +358 50 560 2349
E-mail: kirsi.suopelto@meriaura.com
Meriaura Group in brief
Meriaura Group has two business areas: Marine Logistics and Renewable Energy.
Marine Logistics business is carried out by Meriaura Ltd, which is a major provider of transport for bulk cargo and demanding project deliveries in Northern Europe, especially in the Baltic Sea and North Sea regions. The company provides its customers with competitive and low-emission marine transport services, based on long-term affreightment agreements, modern fleet, and active development of its operational sustainability. In addition, Meriaura has a strong market position in the marine logistics in renewable energy construction projects.
The Marine Logistics business also includes VG-EcoFuel Ltd which produces biofuels from bio-oils and recycled oils generated as industrial by-products.
The Renewable Energy business focuses on comprehensive clean energy systems. Meriaura Energy Ltd designs and delivers clean energy production systems as comprehensive deliveries for industrial use and district heating. The energy production is based on large-scale solar thermal systems implemented using high-performance solar thermal collectors manufactured by the company. The Renewable Energy business also includes Rasol Ltd, specialised in delivering high-quality solar power systems for real estates, companies and solar parks.
Meriaura Group’s share is listed on Nasdaq First North Growth Market Sweden as MERIS and on Nasdaq First North Growth Market Finland as MERIH.
www.meriauragroup.com
The Company’s Certified Adviser is Augment Partners AB, info@augment.se, tel. +46 8 604 22 55.
