Resolutions of Endomines Finland Plc's Annual General Meeting and the organizing meeting of the Board of Directors
Endomines Finland Plc, Stock Exchange Release, 23/4/2026 at 17:00 EEST
Resolutions of Endomines Finland Plc's Annual General Meeting and the organizing meeting of the Board of Directors
The Annual General Meeting of Endomines Finland Plc was held on April 23rd, 2026, in Helsinki.
Financial statements for the fiscal year 2025
The General Meeting adopted the financial statements for the fiscal period 2025 and resolved that the net loss of the financial period, EUR -7.796.252,33, be transferred to retained earnings/loss account and no dividend be paid.
Resolution on the discharge from liability of the members of the Board of Directors and the CEO
The General Meeting resolved to grant discharge from liability for the members of the Board of Directors and the CEO for the period 1 January 2025 – 31 December 2025.
Handling of the remuneration report of the governing bodies
The General Meeting resolved, in accordance with the Board’s proposal, to adopt the remuneration report of the governing bodies. The resolution of the General Meeting is advisory.
Resolution on remuneration of the members of the Board of Directors
The General Meeting resolved, in accordance with the proposal of the Shareholders’ Nomination Committee, that the elected members of the Board of Directors will be paid the following annual remuneration that is in line with the previous year's Board remuneration:
- Chair of the Board of Directors EUR 35,000;
- Vice Chair of the Board of Directors EUR 25,000; and
- member of the Board of Directors EUR 20,000.
The annual remuneration of the Board members will be paid in company shares and in cash, so that approximately 30% of the annual remuneration amount is used to acquire company shares for the Board members and the rest is paid in cash. The company is responsible for the costs and transfer tax arising from the acquisition of the shares. The company's shares will be acquired directly on behalf of the members of the Board within two (2) weeks after the company's half-year interim report for the period 1 January – 30 June 2026 has been published.
In addition, a meeting remuneration of EUR 300 will be paid for each physical Board meeting attended by a member.
Remuneration for committee members (ESG Committee, the Audit Committee, the Technology and Safety Committee) is EUR 2,500 per Board member per committee in which the Board member serves. The annual remuneration of the chair of the committees is EUR 5,000.
Annual remunerations for committees and meeting remunerations for Board meetings are paid in cash.
Resolution on the number of members of the Board of Directors and the election of members of the Board of Directors
The General Meeting resolved, in accordance with the proposal of the Shareholders’ Nomination Committee, to confirm the number of members of the Board of Directors as five (5) and to re-elect the current members of the Board Jukka-Pekka Joensuu, Kyösti Kakkonen, Eeva Ruokonen, Markus Ekberg and Jukka Jokela as members of the Board of Directors.
Resolution on the remuneration of the Auditor and the election of the Auditor
The General Meeting resolved, in accordance with the recommendation of the Audit Committee, to elect the audit firm KPMG Oy Ab as the auditor, which had announced that it will appoint Antti Kääriäinen, Authorised Public Accountant, as the principal auditor. The auditor’s fees will be paid according to the auditor’s reasonable invoice approved by the company.
Authorizing the Board of Directors to decide on the acquisition of the company's own shares
The General Meeting resolved, in accordance with the Board’s proposal, to authorize the Board of Directors to decide on the acquisition of a maximum of 100,000 own shares in one or more installments. The amount corresponds to approximately 0.8% of all of the company's shares. The company’s own shares are acquired with funds from the company's unrestricted equity, which means that the acquisitions reduce the funds available for the company's profit distribution. The company’s own shares can be acquired on the day of acquisition at the price established for the shares in public trading or otherwise at the price established in the market. Own shares can be acquired other than in proportion to the shares owned by the shareholders (directed acquisition). Own shares acquired for the company can be kept by the company, cancelled, or transferred further. The authorization includes the Board's right to decide on how own shares are acquired and on all other matters related to the acquisition of own shares. The authorization is valid until the next Annual General Meeting, however no later than 30 June 2027, and to replace the authorisation granted by the Annual General Meeting on 13 May 2025 concerning the acquisition of the company’s own shares.
Authorizing the Board of Directors to decide on the implementation of a free share issue (share split)
The General Meeting resolved, in accordance with the Board’s proposal, to authorize the Board of Directors to decide on a free share issue as follows: in order to improve the liquidity of the company’s share, new shares be issued to the shareholders without payment in proportion to their existing shareholdings, so that two (2) new shares are issued for each share (a so-called split). In addition, in the free share issue, new shares will be issued without payment to the company itself in respect of the shares held by the company.
Based on the number of shares on the date of the General Meeting, a total of 24,224,994 new shares will be issued, resulting the total number of shares being 36,337,491 after the split. The shares will be issued to shareholders who, on the record date of the share issue on 29 April 2026, are registered in the shareholder register maintained by Euroclear Finland Ltd. The free share issue will be carried out in the book entry system and will not require any action from shareholders. The new shares will confer shareholder rights as of approximately 29 April 2026, once they have been registered with the Trade Register. The booking of the new shares to shareholders’ book entry accounts is planned to take place approximately on 30 April 2026.
In addition, The General Meeting resolved, in accordance with the Board’s proposal, to authorize the Board, if necessary, to decide on a new record date, should the registration schedule of the new shares, the rules of Euroclear Finland Ltd, the rules of Nasdaq Helsinki Ltd or applicable regulations concerning the company change or otherwise require such action.
The resolutions of the organizing meeting of the Board of Directors
The Board of Directors that was elected in the General Meeting held its organizing meeting after the General Meeting and elected from amongst its members Jukka-Pekka Joensuu as the Chair of the Board and Kyösti Kakkonen as the Vice Chair of the Board. Eeva Ruokonen was elected as the Chair and Jukka-Pekka Joensuu as a member of the ESG Committee; Jukka-Pekka Joensuu was elected as the Chair and Markus Ekberg as a member of the Audit Committee; and Markus Ekberg was elected as the Chair and Jukka Jokela as a member of the Technical and Safety Committee.
Further information
Kari Vyhtinen
CEO
Endomines Finland Plc
p. +358 40 585 0050
kari.vyhtinen@endomines.com
Minna Karttunen
CFO
Endomines Finland Plc
+358 40 513 3225
minna.karttunen@endomines.com
Endomines Finland Plc is a Finnish forerunner in sustainable mining. Our operations are focused on gold production and exploration in the Karelian Gold Line in Eastern Finland. We produce gold for the jewellery and electronics industries, and we also create value by transforming natural resources into wealth, an investment that can withstand the volatility of global politics. Our vision is to develop the Karelian gold line into one of the most important and sustainable gold-producing regions in the world. Endomines is listed on the Nasdaq Helsinki main list (PAMPALO). www.endomines.com.