Musti Group Oyj: Notice of the Extraordinary General Meeting of Musti Group Plc

Notice of the Extraordinary General Meeting of Musti Group Plc

Musti Group Plc                   Stock Exchange Release    Notice of General Meeting   22 March 2024 at 6:00 p.m. (EET)

Notice is given to the shareholders of Musti Group Plc ("Musti" or the "Company") to attend the Extraordinary General Meeting to be held on Friday 12 April 2024 at 11:00 a.m. (EEST) at Eliel studio in Sanomatalo at Töölönlahdenkatu 2, 00100 Helsinki, Finland. The reception of participants and the distribution of ballots will commence at the meeting venue at 10:30 a.m. (EEST).

On 29 November 2023, Flybird Holding Oy (the "Flybird Holding"), a company owned by a consortium comprising Sonae Holdings, S.A. (a subsidiary wholly-owned and controlled by Sonae - SGPS, S.A. ("Sonae")), Jeffrey David, Johan Dettel and David Rönnberg, and Musti have entered into a combination agreement pursuant to which Flybird Holding made a public tender offer for all of the issued and outstanding shares in Musti, excluding the shares held by Musti and its subsidiaries (the "Tender Offer"). The Tender Offer was commenced on 18 December 2023.

On 20 February 2024, Flybird Holding announced that it will complete the Tender Offer in accordance with its terms and conditions. The offer price was paid on 5 March 2024 to each shareholder who validly accepted the Tender Offer during the original offer period, and on 20 March 2024 to each shareholder who validly accepted the Tender Offer during the subsequent offer period, after which shares held by Flybird Holding represent approximately 81.21 per cent of all the issued and outstanding shares in Musti that are not held by Musti or any of its subsidiaries.

Flybird Holding and Musti have agreed in the combination agreement that the Board of Directors of Musti shall resolve to convene the Extraordinary General Meeting at the request of Flybird Holding after the subsequent offer period has expired. This notice, including the resolution proposals to be considered at the Extraordinary General Meeting, is based upon that request by Flybird Holding.

A. Matters on the agenda of the Extraordinary General Meeting

1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and supervise counting of the 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

It is proposed to the Extraordinary General Meeting that the number of members of the Board of Directors shall be five (5) 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

It is proposed to the Extraordinary General Meeting that Maria Cláudia Teixeira de Azevedo, João Pedro Magalhães da Silva Torres Dolores and João Nonell Günther Amaral are elected as new members, and Jeffrey David and Johan Dettel are re-elected as members of the Board of Directors. The term of office of those current members of the Board of Directors of Musti who would not be re-elected, would end upon the closing of the Extraordinary General Meeting.

The Board nominees' independence has been evaluated based on the Corporate Governance Code issued by the Finnish Securities Market Association in 2020. According to the evaluation, all Board nominees are currently independent of the Company. However, none of the Board nominees are independent of the Company's significant 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. In addition, Maria Cláudia Teixeira de Azevedo, João Pedro Magalhães da Silva Torres Dolores and João Nonell Günther Amaral are all executive directors of Sonae's Board of Directors.

The composition of the Board of Directors proposed above departs from Recommendation 10 of the Corporate Governance Code, which states that at least two (2) directors who are independent of the Company shall also be independent of the significant shareholders of the Company. Flybird Holding has assessed that following the Tender Offer, it needs additional time to find appropriate candidates with the required expertise and experience who are also independent of the significant shareholders of the Company. Flybird Holding is actively seeking for at least two (2) additional candidates to supplement the composition for the Board of Directors of Musti. Such members are envisaged to be independent of both the Company and its significant shareholders.

Further information about the Board nominees and their independence is available on the Company's website at https://www.mustigroup.com/investors/corporate-governance/extraordinary-general-meeting-2024/.

8. Changing of the financial year

It is proposed to the Extraordinary General Meeting that section 10 of the Articles of Association of Musti be amended to read as follows:

10 §

The financial period of the Company shall be the calendar year (1 January-31 December).

It is further proposed to the Extraordinary General Meeting that the current financial period of the Company, which commenced on 1 October 2023, shall continue until 31 December 2024. The length of the current financial period shall thus be 15 months. From 1 January 2025 onwards, the financial period of Musti will be the calendar year (1 January-31 December) in accordance with the amended Articles of Association.

9. Closing of the meeting

B. Documents of the Extraordinary General Meeting

This notice, including the proposals for resolutions on the agenda of the Extraordinary General Meeting in their entirety, is available on the Company's website at https://www.mustigroup.com/investors/corporate-governance/extraordinary-general-meeting-2024/. The proposals for resolutions are also available at the Extraordinary General Meeting. The minutes of the Extraordinary General Meeting will be available on the Company's abovementioned website no later than on 26 April 2024.

C. Instructions for the participants in the Extraordinary General Meeting

1. Shareholders registered in the shareholders' register and registration

Each shareholder who is on the record date of the Extraordinary General Meeting on 2 April 2024 entered in the shareholders' register of the Company maintained by Euroclear Finland Oy, has the right to attend the Extraordinary General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account or equity savings account, is automatically entered in the shareholders' register of the Company.

Registration for the Extraordinary General Meeting will commence on 25 March 2024 at 10:00 a.m. (EET). A shareholder entered in the shareholders' register of the Company who wishes to participate in the Extraordinary General Meeting shall register for the Extraordinary General Meeting by no later than 5 April 2024 at 4:00 p.m. (EEST). The registration must be received by the Company or Innovatics Ltd before the end of the said registration period.

Registration can be done in the following ways:

a. on the Company's website at https://www.mustigroup.com/investors/corporate-governance/extraordinary-general-meeting-2024/

Electronic registration through the website requires strong electronic authentication of the shareholder or the shareholder's proxy representative or legal representative with a Finnish, Swedish or Danish bank ID or mobile certificate.

b. by email or regular mail

A notice to attend may be sent by email addressed to egm@innovatics.fior by regular mail addressed to Innovatics Ltd, General Meeting / Musti Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

c. by phone

By calling Innovatics Ltd at +358 10 2818 909 on weekdays between 9:00 a.m. and 12:00 noon and between 1:00 p.m. and 4:00 p.m. (EET or EEST, as applicable).

In connection with the registration, a shareholder must provide the requested information, such as the shareholder's name, date of birth or business identity code, address, telephone number and e-mail address, and the name and the date of birth of a possible authorized proxy representative, legal representative or assistant. Any personal data provided to the Company or Innovatics Ltd by shareholders will only be used for the purposes of the Extraordinary General Meeting and for the processing of related registrations. Shareholders registering for the Extraordinary General Meeting by email or regular mail are recommended to use the registration form available on the Company's website at https://www.mustigroup.com/investors/corporate-governance/extraordinary-general-meeting-2024/ for the registration.

A shareholder, their possible authorized proxy representative, legal representative or assistant must be able to prove their identity and/or right of representation at the Extraordinary General 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 and from 1:00 p.m. to 4:00 p.m. (EET or EEST, as applicable).

2. Holders of nominee-registered shares

Holders of nominee-registered shares are entitled to participate in the Extraordinary General Meeting by virtue of shares which would entitle the shareholder to be entered in the shareholders' register of the Company maintained by Euroclear Finland Oy on the record date of the Extraordinary General Meeting on 2 April 2024. In addition, their participation requires that the shareholder has been temporarily entered based on such shares in the shareholders' register maintained by Euroclear Finland Oy by 10:00 a.m. (EEST) on 9 April 2024 at the latest. For nominee-registered shares, this constitutes due registration for the Extraordinary General Meeting.

Holders of nominee-registered shares are advised to request from their custodian without delay necessary instructions for temporarily entering their shares in the shareholders' register of the Company, issuing of proxy authorization documents and voting instructions as well as registration for the Extraordinary General Meeting. The account manager of the custodian shall temporarily enter a holder of nominee-registered shares wishing to attend the Extraordinary General Meeting in the shareholders' register of the Company by 10:00 a.m. (EEST) on 9 April 2024 at the latest. 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

Shareholders may participate in the Extraordinary General Meeting and exercise their rights also by appointing a proxy representative. A proxy representative shall produce a dated proxy authorization document or otherwise demonstrate in a reliable manner their right to represent the shareholder at the Extraordinary General Meeting. Proxy representatives registering electronically for the Extraordinary General Meeting must identify themselves personally through strong electronic authentication, after which they can register on behalf of the shareholder they represent.

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.

Natural persons may appoint a proxy representative in connection with the registration to the Extraordinary General Meeting at the Company's website. Otherwise, a proxy document must be used. A model proxy authorization document is available on the Company's website at https://www.mustigroup.com/investors/corporate-governance/extraordinary-general-meeting-2024/.

Possible proxy authorization documents are requested to be submitted preferably as attachments in connection with electronic registration or alternatively by email to egm@innovatics.fior as original copies by mail to Innovatics Ltd, General Meeting / Musti Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, so that the proxy authorization documents are received before the end of the registration period. In addition to delivering proxy authorization documents, shareholders or their proxy representatives must register for the Extraordinary General Meeting in the manner described in this notice.

Delivering a proxy authorization document in the manner described above will constitute due registration for the Extraordinary General Meeting if it contains the information required for the registration described in section C.1.

Shareholders that are legal entities may also, 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.

4. Other instructions and information

The meeting language of the Extraordinary General Meeting will be Finnish. There will be simultaneous interpretation into English available at the Extraordinary General Meeting.

The information concerning the Extraordinary General Meeting required under the Finnish Companies Act and the Finnish Securities Markets Act is available on the Company's website at https://www.mustigroup.com/investors/corporate-governance/extraordinary-general-meeting-2024/.

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. According to the Articles of Association each share carries one vote. 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.

Changes in the number of shares held after the record date of the Extraordinary General Meeting shall not have an effect on the right to participate the Extraordinary General Meeting nor on the number of votes held by a shareholder in the Extraordinary General Meeting.

In Helsinki, 22 March 2024

MUSTI GROUP PLC

THE BOARD OF DIRECTORS