Resolutions of the Annual General Meeting and constitutive meeting of the Board of Directors of Merus Power Plc

Matters to be resolved in the annual general meeting

The annual general meeting of Merus Power Plc (hereinafter “the Company”) was held today on 19 March 2026 in Ylöjärvi.

The general meeting adopted the annual accounts for the fiscal year 2025 and granted a discharge from liability to the Board members and CEO.

The general meeting approved the proposed Remuneration Report for 2025 and the new Remuneration Policy for Company bodies.

As proposed by the Board, the meeting resolved that the loss in the financial statements shall be recorded on the profit and loss account and dividends shall not be distributed.

The number of Board members was resolved as four. As Board members were re-elected Martin Backman, Tapani Kiiski, Anne Koutonen, and Vesa Riihimäki. The chairman was not appointed by the general meeting, and the Board will elect the chairman from among its members.

The general meeting resolved the annual remuneration for the Board members to be an amount of EUR 50 000 for the chairman and an amount of EUR 30 000 for each of the other ordinary members. Furthermore, the meeting resolved that the travel expenses of the Board members would be reimbursed in accordance with the company’s travel policy.

The audit firm Moore Idman LLC was re-elected as the auditor for the term ending at the end of the next annual general meeting. Moore Idman LLC has appointed APA Jussi Savio to continue as the key audit partner. The general meeting resolved the auditor’s fee to be paid based on invoices approved by the company.

The authorized sustainability audit firm Moore Idman LLC was elected as the sustainability reporting assurer for the term ending at the end of the next annual general meeting. Moore Idman LLC has appointed APA Jussi Savio as the key sustainability partner. The general meeting resolved the sustainability reporting assurer’s fee to be paid based on invoices approved by the company.

Other resolutions of the general meeting
In accordance with the proposal by the Board, the general meeting authorized the Board to resolve on the share issue and the issue of special rights pursuant to Chapter 10, Section 1 of the Companies Act as follows:

The Board is authorized to resolve the issuance of a maximum of 800 000 shares as a share issue or by issuing special rights entitling to shares according to Section 1 of Chapter 10 of the Companies Act, in one or more stages during the authorization is valid.

The Board may resolve all the terms of the share issue and/or issue of special rights entitling to issuance of shares. The share issue and issue of special rights entitling to the issuance of shares may also depart from the normal subscription rights of the shareholders (directed share issue).

The authorization will expire at the end of the next annual general meeting and in any case, June 30, 2027 at the latest, and it shall cancel all previous unexercised authorization concerning the issue of shares and special rights entitling to shares.

Minutes of the general meeting
The minutes of the general meeting are available on the website on 2 April, 2026 at the latest.

Constitutive meeting of the Board of Directors

Merus Power Plc’s Board of Directors held its organizing meeting after the Annual General Meeting on 19 March 2026. In the organizing meeting, the Board of Directors elected Tapani Kiiski as the Chairman of the Board of Directors.

The Board of Directors has assessed its independence and declared the members to be independent of the company and the major shareholders.

The Board of Directors decided not to establish any committees.

Merus Power Plc
Board of Directors