Resolutions of VR-Group Plc's Annual General Meeting 2025

VR-Group Plc, stock exchange release, 9 April 2025 at 12.45 EET

Resolutions of VR-Group Plc's Annual General Meeting 2025

VR-Group Plc’s Annual General Meeting (AGM) was held in Helsinki on 9 April 2025. The AGM approved the financial statements for 2024. The AGM granted discharge from liability to the members of the Board of Directors, the Supervisory Board, and the CEO for the financial year 2024. In addition, the Annual General Meeting made the following decisions:

Composition of the Board of Directors and the Supervisory Board

The Annual General Meeting confirmed the number of members of the Board of Directors to be six (6). Esa Rautalinko was elected as the Chair of the Board of Directors and a new member Hanna Sievinen was elected as the Vice Chair of the Board of Directors. Torborg Chetkovich, Nermin Hairedin and Markus Holm will continue as members of the Board of Directors. In addition to Vice Chair Hanna Sievänen, Matias Knip was elected as a new member of the Board of Directors.

Markku Eestilä will continue as the Chair of the Supervisory Board and Vilhelm Junnila will continue as the Vice Chair. Kaisa Garedew, Hanna Holopainen, Tuomas Kettunen, Teemu Kinnari, Arto Luukkanen, Lauri Lyly, Niina Malm, Anna Mäkipää, Martin Paasi and Juha Viitala were re-elected as members of the Supervisory Board.

Remuneration of the Board of Directors and the Supervisory Board

The Chair of the Board of Directors will be paid a monthly fee of EUR 4,400, the Vice Chair a monthly fee of EUR 2,400 and a member of the Board of Directors a monthly fee of EUR 2,000. If a member of the Board of Directors who is not the Chair or Vice Chair of the Board of Directors acts as the Chair of the Audit Committee, he or she will be paid a monthly fee of EUR 2,400. In addition, the Chair, Vice Chair and members of the Board of Directors will be paid a meeting fee of EUR 600 for each meeting of the Board of Directors and its committees. If the meeting is held outside the Board member's country of residence and he or she attends it at the meeting venue, the meeting fee will be doubled.

The Chair of the Supervisory Board will be paid EUR 800 per meeting, the Vice Chair EUR 600 per meeting and the members EUR 500 per meeting. In addition, each member of the company's Board of Directors and Supervisory Board will receive a VR free ticket. No changes were made to the remuneration from the previous year.

Return of capital

On the proposal of the Board of Directors, the Annual General Meeting resolved that a capital repayment of EUR 44.4 million will be distributed from VR-Group Plc's distributable funds. or EUR 20.18 per share.

Auditor and sustainability reporting assurer

The Annual General Meeting elected KPMG Oy Ab as the auditor and assurer for sustainability reporting, and Leenakaisa Winberg has been appointed as the auditor with principal responsibility and assurer for sustainability reporting. The remuneration of the auditor and assurer will be paid according to a reasonable invoice.

In addition, the Annual General Meeting authorised the Board of Directors to decide on donations of a maximum total of EUR 60,000 for non-profit or similar purposes, as well as to decide on the recipients of the donations, their purposes of use and other terms and conditions of the donations. The authorization is valid until the next Annual General Meeting.

VR-Group Plc