Musti Group Plc Stock Exchange Release Notice of General Meeting 28 August 2025
at 2:00 p.m. EEST
Notice of the Extraordinary General Meeting of Musti Group Plc
The shareholders of Musti Group Plc ("Musti" or the "Company") are invited to
attend the Extraordinary General Meeting to be held on 18 September 2025 at 3:00
p.m. EEST at the Company's headquarters at Mäkitorpantie 3, FI-00620 Helsinki,
Finland. The reception of those who have registered for the meeting and
distribution of ballot papers will commence at the meeting venue at 2:30 p.m.
EEST. Instructions for participation are presented in section C “Instructions
for meeting participants” of this notice.
On 3 July 2025, Musti's ultimate parent company Sonae, SGPS S.A. ("Sonae")
announced an internal leadership reorganisation aligned with its strategic
commitment to talent development and value creation across the Sonae group. In
the leadership reorganisation, Joao Nonell Günther Amaral, a member of Sonae's
Executive Committee and a member of Musti's Board of Directors stepped down from
Sonae's Executive Committee to assume the role of Chief Executive Officer of
Bright Pixel, a Sonae group company. Simultaneously, Eduardo Humberto Santos
Piedade was elected as Sonae's Executive Director (Chief Development Officer).
In light of this change, Joao Nonell Günther Amaral announced his resignation as
member of the Company's Board of Directors.
This notice, including the resolution proposals to be considered at the
Extraordinary General Meeting, are based on a request by the Company's
shareholder Flybird Holding Oy ("Flybird Holding"), a company controlled by
Sonae, to hold an Extraordinary General Meeting. On the date of this notice,
Flybird Holding holds approximately 80.85 percent of the Company's shares.
A. Matters on the agenda of the Extraordinary General Meeting
1. Opening the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording attendance at the meeting and adoption of the list of votes
6. Resolution on the number of members of the Board of Directors
The Company's Board of Directors proposes to the Extraordinary General Meeting
that the number of members of the Board of Directors shall be seven (7) for the
term of office expiring at the end of the next Annual General Meeting.
7. Election of the members of the Board of Directors
Member of the Company's Board of Directors Joao Nonell Günther Amaral has
announced his resignation from the Company's Board of Directors. The resignation
of Joao Nonell Günther Amaral is due to internal leadership reorganisation
aligned with Sonae's strategic commitment to talent development and value
creation across the Sonae group leading to changes in Sonae's Executive
Committee and the appointment of Joao Nonell Günther Amaral as the Chief
Executive Officer of Bright Pixel.
The Company's Board of Directors proposes to the Extraordinary General Meeting
that Eduardo Piedade be elected as an ordinary member of the Company's Board of
Directors to succeed Joao Nonell Günther Amaral for a term of office expiring at
the end of the next Annual General Meeting. No other changes to the composition
of the Company's Board of Directors are proposed.
Eduardo Piedade is considered to be independent of the Company but not of the
Company's major shareholders. Eduardo Piedade is a deputy Board member of
Flybird Holding Oy and an Executive Director of Sonae.
Further information about Eduardo Piedade and his independence is available on
the Company's website at https://www.mustigroup.com/investors/corporate
-governance/extraordinary-general-meeting/.
8. Closing the meeting
B. Documents of the Extraordinary General Meeting
This notice, which contains all proposals for resolutions on the agenda of the
Extraordinary General Meeting, is available on the Company's website at
https://www.mustigroup.com/investors/corporate-governance/extraordinary-general
-meeting/. The proposals for resolutions are also available at the Extraordinary
General Meeting.
The minutes of the Extraordinary General Meeting will be available on the above
-mentioned website no later than on 2 October 2025.
C. Instructions for meeting participants
1. Shareholders registered in the shareholders' register
Shareholders who are registered in the Company's shareholders' register
maintained by Euroclear Finland Oy on the record date of the Extraordinary
General Meeting on 8 September 2025 are entitled to participate the
Extraordinary General Meeting. Any shareholder whose shares are recorded in
their personal Finnish book-entry account (including equity savings account) is
automatically included in the Company's shareholders' register. Changes in the
shareholding after the record date of the Extraordinary General Meeting do not
affect the right to participate in the Extraordinary General Meeting or the
shareholder's voting rights.
Registration for the Extraordinary General Meeting commences on 29 August 2025
at 10:00 a.m. EEST. Shareholders registered in the Company's shareholders'
register and wishing to participate in the Extraordinary General Meeting must
register for the meeting by 11 September 2025 at 19:00 a.m. EEST, by which time
the registration must be received.
A shareholder can register for the Extraordinary General Meeting:
a. via the Company's website at https://www.mustigroup.com/investors/corporate
-governance/extraordinary-general-meeting/. Electronic registration requires
strong identification of the shareholder or their legal representative or proxy
with a Finnish, Swedish, or Danish bank ID, or a mobile certificate;
b. by e-mail. Shareholders registering by e-mail shall submit the registration
form available on the Company's website
https://www.mustigroup.com/investors/corporate-governance/extraordinary-general
-meeting/ or equivalent information to egm@innovatics.fi; or
c. by mail. Shareholders registering by mail shall submit the registration form
available on the Company's website
https://www.mustigroup.com/investors/corporate-governance/extraordinary-general
-meeting/ or equivalent information to Innovatics Ltd, General Meeting / Musti
Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
The shareholder and their representative are required to provide information,
such as the shareholder's name, date of birth or business ID, address, phone
number, e-mail, the name and date of birth of any authorized proxy or legal
representative or the name of a possible assistant. Personal data provided to
the Company is only used in connection with the Extraordinary General Meeting
and the processing of the necessary registrations related thereto. The personal
data provided will only be used in connection with the General Meeting and in
processing the necessary registrations related to the meeting.
A shareholder, their possible authorized proxy, legal representative or
assistant must be able to prove their identity and/or right of representation at
the meeting upon request.
Further information on registration is available by telephone during the
registration period for the Extraordinary General Meeting by calling Innovatics
Ltd at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon EEST and from
1:00 p.m. to 4:00 p.m. EEST.
2. Holders of nominee-registered shares
A holder of nominee-registered shares is entitled to participate in the
Extraordinary General Meeting based on the shares, which would entitle them
entry into the shareholders' register held by Euroclear Finland Oy on the record
date for the Extraordinary General Meeting on 8 September 2025. Participation
also requires that the shareholder is temporarily registered in the
shareholders' register held by Euroclear Finland Oy by 10:00 a.m. EEST on 15
September 2025, at the latest. In the case of nominee-registered shares, this is
considered registration for the Extraordinary General Meeting.Changes in the
shareholding after the record date of the Extraordinary General Meeting do not
affect the right to participate in the Extraordinary General Meeting or the
shareholder's voting rights.
A holder of nominee-registered shares is advised to request well in advance the
necessary instructions from their custodian bank regarding temporary
registration in the register of shareholders, the issuing of proxy documents and
voting instructions, registration, and attendance at the Extraordinary General
Meeting. The account manager of the custodian bank shall register the holder of
nominee-registered shares who wishes to participate in the Extraordinary General
Meeting temporarily in the register of shareholders of the Company by the
aforementioned date and time at the latest. Further information is also
available on the Company's website at
https://www.mustigroup.com/investors/corporate-governance/extraordinary-general
-meeting/. For the sake of clarity, it is noted that holders of nominee
-registered shares cannot register for the Extraordinary General Meeting on the
Company's website, but they must be registered by their custodians instead.
3. Proxy representatives and powers of attorney
A shareholder may attend the Extraordinary General Meeting and exercise their
rights also by appointing a proxy representative. The proxy representative must
authenticate to the electronic registration service personally with strong
authentication, after which they will be able to register on behalf of the
shareholder, who they represent. The shareholder's proxy must present dated
proxy documents, or otherwise in a reliable manner prove that they are entitled
to represent the shareholder at the Extraordinary General Meeting.
Proving the right to represent can be done by using the suomi.fi e
-Authorizations service available in the electronic registration service.
Shareholders may 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 Extraordinary 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.
Model proxy document is available on the Company's website
https://www.mustigroup.com/investors/corporate-governance/extraordinary-general
-meeting/. If a shareholder participates in the Extraordinary 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.
Any proxy documents are requested to be submitted preferably as an attachment
with the electronic registration or alternatively by mail to Innovatics Ltd,
General Meeting / Musti Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki,
Finland or by e-mail to egm@innovatics.fi before the end of the registration
period. In addition to submitting the proxy documents, the shareholder or their
proxy shall register for the Extraordinary General Meeting in the manner
described in this notice.
4. Other instructions and information
The meeting language is Finnish.
Shareholders present at the Extraordinary General Meeting have the right to ask
questions about the matters discussed at the meeting in accordance with Chapter
5, Section 25 of the Finnish Companies Act.
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. On the date of this
notice, the Company holds 147,566 treasury shares, in respect of which voting
rights cannot be used at the Extraordinary General Meeting.
In Helsinki, 28 August 2025
MUSTI GROUP PLC
THE BOARD OF DIRECTORS