Decisions of VR-Group Plc's Annual General Meeting 2024

VR-Group Plc, Stock Exchange Release April 16, 2024 at 3:30 p.m.

Decisions of VR-Group Plc's Annual General Meeting 2024

Decisions of the Annual General Meeting

The Annual General Meeting of VR-Group Plc was held on April 16, 2024, in Helsinki. The meeting approved the financial statements for the year 2023. The Meeting granted discharge from liability to the members of the Board of Directors, the Supervisory Board, and the CEO for the financial year 2023. In addition, the Meeting made the following decisions:

Composition of the Board of Directors and the Supervisory Board

The AGM confirmed the number of Board members to be six (6). Esa Rautalinko continues as the Chairman of the Board of Directors of VR Group Plc, and Sari Pohjonen as the Vice Chairman. Markus Holm, Nermin Hairedin, and Pekka Hurtola continue as members of the Board. Torborg Chetkovich was elected as a new member of the Board. Virve Laitinen and Jaakko Kiander are stepping down from the Board.

Markku Eestilä continues as the Chairman of the Supervisory Board, and Vilhelm Junnila as the Vice Chairman. Kaisa Garedew, Hanna Holopainen, Tuomas Kettunen, Teemu Kinnari, Arto Luukkanen, Lauri Lyly, Niina Malm, Anna Mäkipää, Aura Salla, and Juha Viitala continue as members of the Supervisory Board.

Remuneration of the Board of Directors and the Supervisory Board

The Chairman of the Board receives an annual remuneration of €54,750, the Vice Chairman €25,800, and members €22,800. If a Board member who is not the Chairman or Vice Chairman serves as the Chairman of the Audit Committee, they receive an additional remuneration of €25,800 per year. In addition, the Chairman and members of the Board receive a meeting fee of €600 per meeting. For a Board member residing outside Finland, the meeting fee is doubled when they travel to attend the meeting. The Chairman of the Supervisory Board receives a fee of €800 per meeting, the Vice Chairman €600, and members €500 per meeting. There were no changes to the remuneration of the Supervisory Board from the previous year. Travel expenses are reimbursed according to the company's travel policy.

Dividend Payment

The Meeting decided, in accordance with the proposal of the Board, that VR Group Plc will distribute a capital return of €57,002,000, which is €25.91 per share.

Appointment of the Auditor and Determination of the Auditor's Remuneration

KPMG Oy Ab was appointed as the auditor, with KHT Ari Eskelinen designated as the responsible auditor. The auditor's fee will be paid based on a reasonable invoice.

Authorization to Establish a Foundation Supporting the Railway Museum

The Meeting authorized the company's executive management to establish a foundation named the Railway Museum Support Foundation during the year 2024. The purpose of the foundation is to support the Finnish Railway Museum instead of VR in the future.

Donations

The Meeting decided to donate €5,000,000 to the newly established Railway Museum Support Foundation, provided that the Finnish Railway Museum accepts the donation of VR's museum rolling stock and artifact collection by the end of 2024. The Meeting also authorized the Board of Directors to decide on donations of up to €200,000 for charitable or similar purposes.

VR-Group Plc