Musti Group Oyj — Proxy Solicitation & Information Statement 2025

Apr 4, 2025

NOTICE TO THE ANNUAL GENERAL MEETING OF MUSTI GROUP PLC

NOTICE TO THE ANNUAL GENERAL MEETING OF MUSTI GROUP PLC

NOTICE TO THE ANNUAL GENERAL MEETING OF MUSTI GROUP PLC

Musti Group Plc                     Stock Exchange Release      Notice of
General Meeting                            4 April 2025 at 1.00 p.m. (EEST)

The shareholders of Musti Group Plc ("Musti" or the "Company") are invited to
the Annual General Meeting to be held on 29 April 2025 at 3 p.m. (EEST) at the
Company's headquarters at Mäkitorpantie 3B, FI-00620 Helsinki, Finland. The
reception of those who have registered for the meeting and distribution of
ballot papers will start at 2:30 p.m. at the meeting venue.

Shareholders can also exercise their voting rights by voting in advance.
Instructions for advance voting are set out in this notice under section C.

A. Matters on the agenda of the Annual General Meeting

1. Opening the meeting

2. Calling the meeting to order

3. Election of the 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. Presentation of the financial statements, the report of the Board of
   Directors and the auditor's report for financial year 1 October 2023-31 December
   2024

7. Presentation of the CEO's review.

The financial statements, the report of the Board of Directors and the auditor's
report have been available on the Company's website at www.mustigroup.com/agm as
of 14 March 2025.

1. Adoption of the financial statements

2. Resolution on the use of the result shown on the balance sheet and the
   distribution of dividend

The parent company's distributable equity as at 31 December 2024 amounted to EUR
128,111,254.77 of which the result for the financial year was EUR -2,915,649.09.

The Board of Directors proposes that based on the balance sheet to be adopted
for the financial year ended on 31 December 2024, no dividend is distributed.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability

2. Advisory decision on the adoption of the institutions' remuneration report

The remuneration report of the Company's governing bodies is available on the
Company's website at www.mustigroup.com/agm as of 4 April 2025.

The resolution on the remuneration report is advisory.

The Board of Directors proposes the remuneration report of the governing bodies
to be approved.

1. Advisory decision on the adoption of the remuneration policy of the
   institutions

The remuneration policy is available on the Company's website at
www.mustigroup.com/agm as of 4 April 2025.

The resolution on the remuneration policy is advisory.

The Board of Directors proposes the remuneration policy of the governing bodies
to be adopted.

1. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors proposes, based on the Remuneration Committee's
recommendation, that the members of the Board of Directors be paid the following
annual remuneration (remuneration for 2024 in brackets):

· Chair of the Board of Directors: EUR 65,000 (65,000), and
· Other members of the Board of Directors: EUR 35,000 (35,000).

The Board of Directors also proposes, based on the Remuneration Committee's
recommendation, that the members of the Audit Committee and the Remuneration
Committee of Board of Directors be paid the following annual remuneration:

· Chair of the Committee: EUR 7,500 (7,500), and
· Other Committee members: EUR 5,000 (5,000).

The Board of Directors also proposes, based on the Remuneration Committee's
recommendation, that the aforementioned remuneration shall not be paid to Board
members who are employed by the company's ultimate parent company, Sonae SGPS,
S.A.

Additionally, due to the longer duration of the previous financial year (1
October 2023 - 31 December 2024, totaling 15 months), the Board of Directors
proposes, based on the Remuneration Committee's recommendation that the
following remuneration be paid to the then-current members of the company's
Board of Directors for the period 1 October 2024 - 31 December 2024, i.e., for
the portion exceeding a customary 12-month financial year:

· Chair of the Board of Directors: EUR 16,250, and
· Other members of the Board of Directors: EUR 8,750.

Additionally, also due to the aforementioned reason, the Board of Directors
proposes, based on the Remuneration Committee's recommendation, that the
following remuneration be paid to the then-current members of the Audit
Committee and the Remuneration Committee for the period 1 October 2024 - 31
December 2024, i.e., for the portion exceeding a customary 12-month financial
year:

· Chair of the Committee: EUR 1,875, and
· Other Committee members: EUR 1,250.

The Board of Directors also proposes, based on the Remuneration Committee's
recommendation, that the aforementioned remuneration shall not be paid to Board
members who are employed by the company's ultimate parent company, Sonae SGPS,
S.A.

1. Resolution on the number of members of the Board of Directors

The Board of Directors proposes 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.

1. Election of members of the Board of Directors

t. Board of Directors proposes that Joanna Hummel and Tiina-Liisa Liukkonen are
elected as new members, and Maria Cláudia Teixeira de Azevedo, João Pedro
Magalhães da Silva Torres Dolores, João Nonell Günther Amaral, Jeffrey David,
and Johan Dettel are re-elected as members of the Board of Directors.

a. persons proposed for Board service have given their consent to serving on
the Board and are considered independent of the Company. In addition, Joanna
Hummel and Tiina-Liisa Liukkonen are independent from the Company's major
shareholders. Jeffrey David and João Pedro Magalhães da Silva Torres Dolores are
members of the Board of Directors, and Johan Dettel and João Nonell Günther
Amaral deputy Board members, of Flybird Holding Oy. In addition, Maria Cláudia
Teixeira de Azevedo, João Pedro Magalhães da Silva Torres Dolores and João
Nonell Günther Amaral are all executive directors of the Board of Directors of
Sonae - SGPS, S.A., whose subsidiary Sonae Holdings, S.A. is a major shareholder
of Flybird Holding Oy.

f. information about the nominees and their independence is available on the
Company's website at www.mustigroup.com/agm.

1. Resolution on the remuneration of the auditor

The Board of Directors proposes, based on the Audit Committee's recommendation,
that the remuneration of the auditor be paid against a reasonable invoice
approved by the Company.

1. Election of the auditor

The Board of Directors proposes, based on the Audit Committee's recommendation,
that Ernst & Young Oy, Authorized Public Accountants, be re-elected as the
auditor of the Company.

Ernst & Young Oy has notified the Company that Maria Onniselkä, Authorized
Public Accountant, would act as the auditor with principal responsibility. The
term of office of the auditor expires at the end of the next Annual General
Meeting.

1. Resolution on the remuneration of the sustainability reporting assurer

The Board of Directors proposes, based on the Audit Committee's recommendation,
that the remuneration of the sustainability reporting assurer be paid against a
reasonable invoice approved by the Company.

1. Election of the sustainability reporting assurer

The Board of Directors proposes, based on the Audit Committee's recommendation,
that Ernst & Young Oy, Authorized Sustainability Audit Firm, be elected as the
sustainability reporting assurer of the Company.

Ernst & Young Oy has notified the Company that Maria Onniselkä, Authorized
Sustainability Auditor, would act as the sustainability reporting assurer with
principal responsibility. The term of office of the sustainability reporting
assurer expires at the end of the next Annual General Meeting.

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

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to resolve 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 percent of all the shares in the Company. However, the
Company together with its subsidiaries may not at any moment own and/or hold as
pledge more than 10 percent 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 resolves on all other matters related to the repurchase
and/or acceptance as pledge of own shares. Own shares may be repurchased using,
inter alia derivatives. Own shares may 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 31 January 2024 to resolve on the repurchase of the Company's own shares
and/or to accept the Company's own shares as pledge. The authorization is
effective until the conclusion of the next Annual General Meeting, however, no
longer than until 30 June 2026.

1. Authorizing the Board of Directors to decide on the issue of shares and
   special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to resolve 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 percent of all shares
in the Company. The authorization covers both the issuance of new shares as well
as transfer of treasury shares held by the Company.

The Board of Directors resolves on all other 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 31 January 2024 to resolve on the issuance of shares and special rights
entitling to shares. The authorization is effective until the conclusion of the
next Annual General Meeting, however, no longer than until 30 June 2026.

1. Closing the meeting

B. Documents of the Annual General Meeting

This notice, which contains all proposals for resolutions on the agenda of the
Annual General Meeting, is available on the Company's website at
www.mustigroup.com/agm. The Company's financial statements, report of the Board
of Directors, the auditor's report have been available on said website as of 14
March 2025 and the remuneration policy and remuneration report (in its updated
form) will be available on said website by 4 April 2025. The proposed
resolutions and other documents mentioned above will also be available for
inspection at the Annual General Meeting.

The minutes of the Annual General Meeting will be available on the above
-mentioned website at the latest on 13 May 2025.

C. Instructions for meeting participants

1. Shareholders registered in the shareholders' register

Shareholders who are registered in the shareholders' register of Euroclear
Finland Oy on the record date of the Annual General Meeting on 15 April 2025 are
entitled to participate the Annual General Meeting. Any shareholder whose shares
are recorded in their personal Finnish book-entry account is automatically
included in the Company's shareholders' register. Changes in the shareholding
after the record date of the Annual General Meeting do not affect the right to
participate in the Annual General Meeting or the shareholder's voting rights.

The registration period for the Annual General Meeting commences on 7 April 2025
at 10:00 a.m. EEST. Shareholders registered in the Company's shareholders'
register and wishing to participate in the Annual General Meeting must register
for the meeting, and if they wish, vote in advance by 22 April 2025 at 4:00 p.m.
EEST, by which time the registration must be received.

A shareholder can register for the Annual General Meeting:

a. via the Company's website at www.mustigroup.com/agm. 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, and possible advance voting form, available on the Company's website
www.mustigroup.com/agm or equivalent information to agm@innovatics.fi;
c. by mail. Shareholders registering by mail shall submit the registration
form, and possible advance voting form, available on the Company's website
www.mustigroup.com/agm 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, legal
representative or assistant. Personal data provided to the Company is only used
in connection with the Annual General Meeting and the processing of the
necessary registrations related thereto.

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 and advance voting is available by telephone
during the registration period of the Annual General Meeting by calling
Innovatics Ltd at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m.
(Finnish time) and from 1:00 p.m. to 4:00 p.m. (Finnish time).

1. Holders of nominee-registered shares

A holder of nominee-registered shares is entitled to participate the Annual
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
Annual General Meeting on 15 April 2025. Participation also requires that the
shareholder is temporarily registered in the shareholders' register held by
Euroclear Finland Oy by 24 April 2025 by 10:00 a.m. (EEST), at the latest. In
the case of nominee-registered shares, this is considered as registration for
the Annual General Meeting. Changes in the shareholding after the record date of
the Annual General Meeting do not affect the right to participate in the Annual
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 Annual General Meeting
and advance voting. The account manager of the custodian bank shall register the
holder of nominee-registered shares who wishes to participate the Annual General
Meeting temporarily in the register of shareholders of the Company by the
aforementioned date and time at the latest and, if necessary, arrange for
advance voting on behalf of the holder of nominee-registered shares before the
end of the registration period for holders of nominee-registered shares. Further
information is also available on the Company's website at
www.mustigroup.com/agm. For the sake of clarity, it is noted that holders of
nominee-registered shares cannot register for the Annual General Meeting on the
Company's website, but they must be registered by their custodians instead.

1. Proxy representatives and powers of attorney

A shareholder may attend the Annual General Meeting and exercise their rights at
the meeting through a proxy representative. A shareholder's proxy may also elect
to vote in advance as described in this notice if they so wish. The proxy
representative must authenticate to the electronic registration service and
advance voting personally with strong authentication, after which they will be
able to register and vote in advance 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 Annual 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 Annual 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
www.mustigroup.com/agm. If a shareholder participates in the Annual General
Meeting through several proxies representing the shareholder with shares held in
different securities accounts, the shares on the basis of which each proxy
represents 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 agm@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 Annual General Meeting in the manner described
above in this notice.

1. Advance voting

A shareholder whose shares in the Company are registered in their personal
Finnish book-entry account may vote in advance between 7 April 2025 at 10:00
a.m. EEST and 22 April 2025 at 4:00 p.m. EEST on certain items on the agenda of
the General Meeting:

a. via Company's website at www.mustigroup.com/agm. Login to the service is
done in the same way as for registration in section C.1 of this notice.
b. by e-mail by submitting the advance voting form available on the Company's
website www.mustigroup.com/agm or equivalent information to Innovatics Ltd by e
-mail at agm@innovatics.fi.
c. by mail by submitting the advance voting form available on the Company's
website www.mustigroup.com/agm or equivalent information to Innovatics Ltd at
Innovatics Ltd, General Meeting / Musti Group Plc, Ratamestarinkatu 13 A, FI
-00520 Helsinki, Finland.

Advance votes must be received by the time the advance voting ends. The
submission of votes by mail or e-mail before the end of the registration and
advance voting period shall be considered as registration for the General
Meeting, provided that it contains the above information required for
registration.

A shareholder who has voted in advance cannot exercise the right to ask
questions or demand a vote under the Finnish Limited Companies Act unless they
participate in the General Meeting in person or by proxy at the meeting venue.

With respect to nominee registered shareholders, the advance voting is carried
out by the account manager. The account manager may vote in advance on behalf of
the holders of nominee-registered shares whom they represent in accordance with
the voting instructions given by them during the registration period set for the
nominee-registered shares.

Proposals for resolution that are subject to advance voting are deemed to have
been made at the General Meeting without any changes.

1. Other instructions and information

The meeting language is Finnish.

Shareholders present at the Annual 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 Limited Companies Act.

On the date of the notice to the meeting, the Company has a total of 33,535,453
shares representing same number of votes. The Company holds on the date of this
notice a total of 147,566 of its own shares which are not entitled to vote at
the Annual General Meeting.

In Helsinki, 4 April 2025

MUSTI GROUP PLC

BOARD OF DIRECTORS