Endomines — AGM Information 2023

May 25, 2023

Resolutions of Endomines Finland Plc's Annual General Meeting and the Board of Directors

Resolutions of Endomines Finland Plc's Annual General Meeting and the Board of Directors

Endomines Finland Plc
Stock Exchange Release

Endomines Finland Plc - Stock Exchange Release, 25 May 2023 at 6.00p.m. EET

The Annual General Meeting of Endomines Finland Plc was held on 25 May 2023 in
Espoo. A total of 24 shareholders participated in the meeting, representing
9,995,071 shares, i.e. approximately 42,08 per cent of all shares and votes of
the company.

Annual accounts for 2022

The General Meeting adopted the annual accounts for the financial period 2022
and resolved not to pay any dividend and that the profit of the financial period
EUR 26,643,994.24 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 2022 - 31
December 2022 as well as for the preparation of the annual accounts.

Handling of the remuneration report and policy of the governing bodies

The General Meeting resolved to adopt the remuneration report and policy of the
governing bodies.

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 of office that begins at the end of
the General Meeting and ends at the end of the next Annual General Meeting:

• The chairman of the Board of Directors be paid an annual remuneration of EUR
  35,000; and

• The member of the Board of Directors be paid an annual remuneration of EUR
  20,000.

The annual remuneration of the Board members be paid in company shares and in
cash, so that approximately 30% of the annual remuneration amount is used to
acquire company shares for the Board members and the rest is paid in cash. The
company is responsible for the costs and transfer tax arising from the
acquisition of the shares. The company's shares will be acquired within two (2)
weeks after the company's interim report for the period 1 January - 30 June 2023
has been published.

In addition, a meeting remuneration of EUR 300 is paid for each physical Board
meeting per member who attended the meeting.

The annual remuneration for the Board member's work in the Board-appointed ESG
Committee, the Audit Committee and the Technology and Safety Committee is EUR
2,500 per Board member per committee where the Board member serves. The annual
remuneration of the chairman of the committees is EUR 5,000.

Annual remunerations for committees and meeting remunerations for Board meetings
are paid in cash.

Election of members of the Board of Directors

The General Meeting re-elected Jukka-Pekka Joensuu, Jeremy Read, Eeva Ruokonen,
Markus Ekberg ja Jukka Jokela 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 Audit Committee. Auditing firm
KPMG Oy Ab was elected as the company's auditor. KPMG Oy Ab has informed that
the principal auditor will be Antti Kääriäinen, Authorised Public Accountant.

Adoption of the charter of the Shareholders' Nomination Board

The General Meeting resolved to confirm the new charter of the Shareholders'
Nomination Board.

Amendment of the Articles of Association

The General Meeting resolved that the following changes be made to the company's
Articles of Association:

Section 3 of the Articles of Association (The Company's Line of Business) was
amended to read as follows:

"3 THE COMPANY'S LINE OF BUSINESS

The company acts as the parent company of a group focused on exploration, mining
and metal trading. The company defines the group's strategy and financial
structure and takes care of certain centrally managed group-level tasks. The
company can also own and manage shares, other securities and real estate, and
engage in securities trading and other investment activities."

Section 12 of the Articles of Association (the Annual General Meeting) was
amended to read as follows:

"12 GENERAL MEETING

In addition to the company's domicile, the General Meeting can also be held in
Helsinki, Vantaa or Ilomantsi. The Board of Directors may resolve on organizing
a General Meeting without a meeting venue whereby the shareholders shall
exercise their power of decision in full in real time during the meeting by the
use of telecommunication connections and technical means (remote meeting).

The Annual General Meeting must be held annually on a date determined by the
Board of Directors within six (6) months of the end of the financial year.

At the meeting, the following must be presented:

1. the financial statements;

2. the audit report;

decided

1. the adoption of the financial statements, which in the parent company also
   includes adoption the consolidated financial statements;

2. the measures to which the profit or loss according to the adopted balance
   sheet gives rise;

3. the discharge of liability for the members of the Board of Directors and the
   CEO;

4. the number of members of the Board of Directors;

5. the remuneration of the members of the Board of Directors and auditors;

elected

1. the members of the Board of Directors;

2. the auditor;

handled

1. the other matters possibly mentioned in the General Meeting notice."

Authorizing the Board of Directors to decide on the issue of shares, options and
other special rights entitling to shares

The General Meeting resolved 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 10,000,000 shares. The shares can be either new or treasury
shares of the company.

The Board of Directors decides on all the terms and conditions of the issuances
of shares, options and other special rights entitling to shares. The issuance of
shares, 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 31 December 2025 and it replaces the previously
granted authorizations by the Board of Directors to decide on the issue of
shares, options and other special rights entitling to shares.

Authorizing the Board of Directors to decide on the acquisition of the company's
own shares

The General Meeting resolved to authorize the Board of Directors to decide on
the acquisition of a maximum of 100,000 own shares in one or more installments.
The amount corresponds to approximately 1.0% of all the company's shares. Own
shares are acquired with funds belonging to the company's unrestricted equity,
in which case the acquisitions reduce the funds available for the company's
profit distribution. Own shares can be acquired on the day of acquisition at the
price established for the shares in public trading or otherwise at the price
established in the market. Own shares can be acquired other than in proportion
to the shares owned by the shareholders (directed acquisition). Own shares
acquired for the company can be kept by the company, canceled or transferred
further. The authorization includes the Board's right to decide how own shares
are acquired and all other matters related to the acquisition of own shares. The
authorization is valid until 30 June 2024.

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 Jukka
-Pekka Joensuu as the Chairman of the Board. Eeva Ruokonen was elected as the
Chair and Jukka-Pekka Joensuu as member of the ESG committee, Jeremy Read was
elected as the Chair and Jukka-Pekka Joensuu as member of the Audit committee
and Markus Ekberg was elected as the Chair and Jukka Jokela of the Technical and
safety committee.

ENDOMINES FINLAND PLC

For more information:
CEO Kari Vyhtinen
Phone: +358 40 5850050
E-mail: kari.vyhtinen@endomines.com

Endomines

Endomines is a mining and exploration company with its primary focus on gold.
Endomines is engaged in mining operations at the Pampalo mine in Ilomantsi, and
in exploration activities along the Karelian Gold Line in Eastern Finland.
Endomines also owns rights to several gold deposits in Idaho and Montana, US,
where Endomines aims to continue the development work through partnership
agreements. www.endomines.com

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