Resolutions of the annual general meeting and Board of Directors' meeting of Sunborn International Plc

Company Announcement
Sunborn International Plc
16 June 2025 at 12:00 

RESOLUTIONS OF THE ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS' MEETING OF SUNBORN INTERNATIONAL PLC 

Financial statements and discharge from liability 

The Annual General Meeting of Sunborn International Corporation held today, 16.6.2025 in Helsinki, approved the 2024 financial statements and consolidated financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 2024. 

Use of the profit shown in the balance sheet and decision on the distribution of dividends 

The General Meeting decided, in accordance with the Board of Directors' proposal, that no dividend will be paid based on the approved balance sheet for the financial year 2024 and that the loss for the financial year will be recorded in the profit and loss account. 

Board of Directors  

The General Meeting confirmed the number of members of the Board of Directors at four (4) and, in accordance with the Board of Directors’ proposal, re-elected Jakob Eliasson, Jussi Majamaa, Hans Nieme and Xavier Valero as members of the Board of Directors. 

The General Meeting decided, in accordance with the Board of Directors’ proposal, that the annual fees paid to the Board members remain unchanged and are as follows: EUR 48,000 for the Chairman of the Board and EUR 24,000 for each Board member. The annual fee is paid to the Board member in proportion to the length of his or her term of office, such that from each month until the next Annual General Meeting, an amount equal to the annual fee divided by twelve (12) is accrued. No separate board fee is paid to Board members who are employed or in a service relationship with the Company. In addition, travel expenses of Board members and other expenses directly related to Board work are reimbursed in accordance with the Company’s policy in force at that time. 

At its organizational meeting following the Annual General Meeting, the Board of Directors re-elected Hans Nieme as Chairman of the Board from among its members. 

Auditor 

The Annual General Meeting elected Grant Thornton Oy as the company's auditor until the end of the next Annual General Meeting. Authorized Public Accountant Riku Vuorinen will act as the principal auditor. The auditor will be paid a fee based on a reasonable invoice approved by the company. 

Authorization of the Board of Directors to decide on the acquisition of own shares 

The Board of Directors was authorized to decide on the acquisition of a maximum of 55,000,000 of the company's own shares. The shares will be acquired in proportion to the shares owned by the shareholders, using the company's unrestricted equity at the market price of the shares at the time of acquisition in trading organized by Nasdaq Helsinki Ltd. The shares will be acquired for use in the company's share-based incentive schemes, for payment of Board membership fees, as consideration in business-related acquisitions or to be held by the company, otherwise transferred or cancelled, or for other purposes decided by the Board of Directors. The Board of Directors will decide on other terms and conditions related to the acquisition of own shares. 

The acquisition authorization is valid for 18 months from the date of its issuance and cancels all previous authorizations to acquire own shares. 

Authorization of the Board of Directors to decide on the issue of shares and the issuance of stock options and other special rights entitling to shares 

The Board of Directors was authorized to decide on the issuance of new shares, the transfer of the company's own shares held by the company and/or the issuance of stock options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act. Pursuant to the authorization, the Board of Directors may issue a maximum of 100,000,000 shares by one or more decisions. Shares issued under stock options and other special rights entitling to shares are included in the maximum amount specified above. 

Shares or special rights entitling to shares may be issued in deviation from the shareholders' pre-emptive subscription right under the conditions specified in the law. The authorization may be used to develop the company's capital structure, expand the ownership base, finance or implement acquisitions or other arrangements, implement the company's share- based incentive programs or for other purposes decided by the Board of Directors. The Board of Directors has the right to decide on all terms and conditions of the share issue and the issuance of special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act. However, a maximum of 10,000,000 shares or special rights entitling to shares may be issued for the implementation of the company's share-based incentive programs. 

The authorization is valid until 30 June 2026 and repeals all previous authorizations regarding share issues and issuance of special rights entitling to shares. 

Minutes of the Annual General Meeting 

The minutes of the Annual General Meeting are available on the company's website at https://www.sbih.group/agm-2025 starting from 30 June 2025 at the latest. 

For further information, please contact: 

Hans Niemi,
CEO Sunborn International Plc 
hans.niemi@sunborn.com
+358 44 556 6132 

Distribution:
Nasdaq 
Key media 
www.sbih.group 

Sunborn International 

Sunborn International is an innovative developer, owner and operator of high-quality yacht hotels and other floating real estate with global operations. Yacht hotels and floating real estate offer an opportunity to utilise unused water space in city harbours and prestigious waterfront locations. 

Sunborn International currently owns two yacht hotels located in London and Gibraltar, which combine exclusive accommodation, restaurant services, conference and event venues. Sunborn International is an industry pioneer, with extensive experience in shipbuilding and vessel design as well as developing waterfront areas and harbours and tackling permitting processes in various countries. The company is actively expanding into new markets, with yacht hotel development projects in London, Vancouver and around the world. 

Further information: www.sbih.group