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.