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2023-01-30 13:30:06 CET


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Musti Group Oyj - Decisions of general meeting

Decisions of the Annual General Meeting of Musti Group plc


Decisions of the Annual General Meeting of Musti Group plc

Musti Group plc      Stock Exchange Release      Decisions of General Meeting
30 January 2023 at 2.30 p.m.

Musti Group plc's (the "Company") Annual General Meeting was held today on 30
January 2023 in Helsinki. The Annual General Meeting adopted the annual accounts
for the financial year 1 October 2021 - 30 September 2022, discharged the
persons who have acted as the members of the Board of Directors and CEO during
the financial year from liability, and resolved to approve the remuneration
report for the governing bodies.

Use of profits shown on the balance sheet and the return of capital

The Annual General Meeting resolved, in accordance with the proposal of the
Board of Directors, that the profit for the financial year 1 October 2021 - 30
September 2022 be added to retained earnings and that no dividend will be paid.
In addition, the Annual General Meeting decided that shareholders will be paid a
capital return of EUR 0.50 per share from the invested unrestricted equity
reserve, and that the capital return will be paid in two instalments.

The first capital return instalment of EUR 0.25 per share will be paid to the
shareholders who are registered in the shareholders' register of the Company
maintained by Euroclear Finland Oy on the record date of the first capital
return instalment on 1 February 2023. The first capital return instalment will
be paid on 8 February 2023.

The second capital return instalment of EUR 0.25 per share will be paid in
August 2023 to shareholders who are registered in the shareholders' register of
the Company maintained by Euroclear Finland Oyon the record date of the second
capital return instalment on 22 August 2023. The second capital return
instalment will be paid on 29 August 2023.

The Annual General Meeting also authorized the Board of Directors to resolve, if
necessary, on a new record date and date of payment for the second instalment of
the capital return, should the rules of Euroclear Finland Oy or statutes
applicable to the Finnish book-entry system change or otherwise so require.

Remuneration of the members of the Board of Directors

The Annual General Meeting decided, in accordance with the proposal of the Board
of Directors 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 Annual General Meeting also decided, in accordance with the proposal of the
Board of Directors, 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.
The shares will be purchased within two weeks of the publication of the interim
report for the period 1 October 2022 - 31 December 2022 or as soon as possible
in accordance with applicable legislation. The Company will pay any costs and
transfer tax related to the purchase of Company shares. In case the remuneration
cannot be paid in Company shares due to legal or other regulatory restrictions
or due to other reasons related to the Company or a member of the Board of
Directors, the annual remuneration will be paid fully in cash.

In addition, members of the Audit Committee and the Remuneration Committee of
Board of Directors will be paid the following annual remuneration:

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

Composition of the Board of Directors

The Annual General Meeting decided that the number of members of the Board of
Directors shall be five (5). Jeffrey David, Ingrid Jonasson Blank, Ilkka
Laurila, Inka Mero and Johan Dettel were re-elected as members of the Board of
Directors for a term of office expiring at the end of the next Annual General
Meeting.

Election and remuneration of the auditor

Ernst & Young Oy, Authorized Public Accountants, was re-elected as the auditor
of the Company for a term of office ending at the end of the next Annual General
Meeting. Ernst & Young Oy has notified the Company that Johanna Winqvist-Ilkka,
Authorized Public Accountant, will act as the auditor with principal
responsibility. The Annual General Meeting decided that the remuneration to the
auditor shall be paid against a reasonable invoice approved by the Audit
Committee.

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

The Annual General Meeting authorized the Board of Directors 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 per cent of all of the shares in the Company. However, the
Company together with its subsidiaries cannot at any moment own and/or hold as
pledge more than 10 per cent 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 was authorized to decide on all other matters related to
the repurchase and/or acceptance as pledge of own shares. Own shares can be
repurchased using, inter alia, derivatives. Own shares can 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 27 January 2022 to decide on the repurchase the Company's own shares
and/or to accept the Company's own shares as pledge. This authorization is
effective until the conclusion of the next Annual General Meeting, however, no
longer than until 31 March 2024.

Authorizing the Board of Directors to decide on the issuance of shares as well
as the issuance of special rights entitling to shares

The Annual General Meeting authorized the Board of Directors 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 per cent 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 was authorized to decide on all the 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 27 January 2022 to decide on the issuance of shares as well as on the
issuance of special rights entitling to shares. This authorization is effective
until the conclusion of the next Annual General Meeting, however, no longer than
until 31 March 2024.

Amendment of the Articles of Association

The Annual General Meeting decided, in accordance with the proposal of the Board
of Directors, that an addition will be made to section 7 § of the Articles of
Association to include the possibility by the the Board of Directors, at their
discretion, to arrange a General Meeting as a hybrid meeting. In addition, the
amendment will enable arranging a General Meeting as a virtual meeting without a
meeting venue.

Pursuant to the resolution by the Annual General Meeting, section 7 § of the
Articles of Association will read as follows after the amendment:

"7 § The shareholders exercise their power of decision in the company's affairs
at the General Meeting.

The Annual General Meeting of shareholders shall be held annually within six (6)
months of the expiration of the financial year. An Extraordinary General Meeting
of shareholders shall be held when the Board of Directors considers it necessary
or when the law so requires.

The Board of Directors convenes the General Meeting and decides on the place,
manner of arrangement and time of the General Meeting. The notice of the General
Meeting shall be delivered to the shareholders no earlier than three (3) months
and no later three (3) weeks prior to the General Meeting, however, no later
than nine (9) days before the record date of the General Meeting. The notice
shall be delivered to shareholders by means of a notice published on the
company's website or at least in one national daily newspaper designated by the
Board of Directors. To be entitled to attend the General Meeting, a shareholder
must register with the company no later than on the date specified in the notice
of the General Meeting, which date may not be earlier than ten (10) days prior
to the General Meeting.

The Board of Directors may decide that shareholders may participate in the
General Meeting in a manner whereby shareholders exercise their full decision
-making powers during the General Meeting using telecommunications and technical
means (hybrid meeting).

The Board of Directors may decide that the General Meeting is arranged without a
meeting venue in a manner whereby shareholders exercise their full decision
-making powers in real time during the General Meeting using telecommunications
and technical means (virtual meeting).”

In Helsinki, 30 January 2023

MUSTI GROUP PLC

THE BOARD OF DIRECTORS

Additional information:

Elisa Erkkilä, General Counsel, Musti Group plc, tel. +358407544411

Essi Nikitin, Head of Investor Relations and Communications, tel. +358505811455

Distribution:
Nasdaq Helsinki
Principal 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 391 million in the financial year 2022. At the
end of the financial year 2022, the company had 1,587 employees, 1.5 million
loyal customers and 335 stores.