Musti Group Oyj — AGM Information 2021

Jan 21, 2021

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      21 January 2021 at 4.00 p.m.

Decisions of the Annual General Meeting of Musti Group plc

Musti Group plc's (the "Company") Annual General Meeting was held on 21 January
2021 at 3:00 p.m. at the Company's headquarters in Helsinki, Finland.
Shareholders and their proxy representatives could participate in the Annual
General Meeting and exercise their rights only by voting in advance and by
making counterproposals and presenting questions in advance. It was not possible
to participate at the meeting venue in person. The Annual General Meeting was
arranged in accordance with an exceptional meeting procedure based on the
temporary legislation to limit the spread of the COVID-19 pandemic approved by
the Finnish Parliament.The Annual General Meeting adopted the financial
statements for the financial year 1 October 2019 – 30 September 2020, discharged
the Company's management from liability and resolved to support the remuneration
policy for governing bodies.

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

The Annual General Meeting decided in accordance with the proposal of the Board
of Directors that shareholders be paid a capital return of EUR 0.38 per share to
be distributed from the invested unrestricted equity reserve. The capital return
shall be paid to the shareholders who are registered in the shareholders’
register of the Company maintained by Euroclear Finland Ltd. on the capital
return record date of 25 January 2021. The capital return payment date will be 2
February 2021.

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:

·
Chairman of the Board: EUR 60,000;

· Vice-Chairman of the Board: EUR 35,000; and
· Other members of the Board of Directors: EUR 30,000.

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

·
Chairman of the Committee: EUR 5,000; and

· Other Committee members: EUR 2,500.

Composition of the Board of Directors

The Annual General Meeting decided that the number of members of the Board of
Directors shall be four (4). Jeffrey David, Ingrid Jonasson Blank and Juho
Frilander 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. Further, Ilkka
Laurila was elected as the new member of the Board of Directors for a
corresponding term of office.

Election and remuneration of the auditor

Ernst & Young Oy, Authorized Public Accountants, was re-elected auditor of the
Company for a term of office ending at the end of the next Annual General
Meeting. Ernst & Young Oy has notified that Johanna Winqvist-Ilkka, Authorized
Public Accountant, will act as responsible auditor. It was 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 on the repurchase and/or on the
acceptance as pledge of the Company’s own shares

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 amount 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 can 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 decides 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 previous unused authorizations to repurchase the
Company’s own shares and/or to accept the Company’s own shares as pledge. The
authorization is effective until the next Annual General Meeting, however, no
longer than until 21 July 2022.

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 amount 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 own shares held by the Company.

The Board of Directors decides 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 previous unused authorizations to decide on the
issuance of shares as well as on the issuance of special rights entitling to
shares. The authorization is effective until the next Annual General Meeting,
however, no longer than until 21 July 2022.

In Helsinki, 21 January 2021

MUSTI GROUP PLC

THE BOARD OF DIRECTORS

Additional information:

Robert Berglund

CFO, Musti Group

tel. +358 50 534 8657

Distribution:
Nasdaq Helsinki
Main media
www.mustigroup.com

Musti Group in brief

Musti Group 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 284 million in the financial year 2020. At the
end of the financial year 2020, the company had 1,162 employees, over one
million loyal customers and 293 stores.