Adoption of the Financial Statements and the Consolidated Financial Statements, result for the financial year and discharge from liability
The Annual General Meeting of Sunborn International Plc held on 16.6.2026 in Turku, adopted the Company’s financial statements including the consolidated financial statements 2025.
The General Meeting resolved, in accordance with the Board of Directors' proposal, that no dividend shall be paid for the financial year 1 January – 31 December 2025 and that the result for the financial year shall be recorded in the retained earnings account.
The General Meeting resolved to discharge the members of the Board of Directors and the CEO from liability for the financial year 2025.
Board of Directors
The General Meeting resolved that the number of members of the Board of Directors be four (4) and re-elected Jakob Eliasson, Jussi Majamaa, Hans Niemi and Xavier Valero as members of the Board of Directors for a term of office expiring at the end of the Annual General Meeting 2027.
The General Meeting resolved that the remuneration of the Board members remain unchanged and are as follows: EUR 48,000 to the Chairman of the Board and EUR 24,000 to each Board member of the Board of Directors. The remuneration is paid to the Board member in proportion to the length of his or her term of service, such that from each month until the next Annual General Meeting, an amount equal to the annual remuneration divided by twelve (12) is accrued. No separate remuneration shall be paid to Board members who are in an employment or service relationship with the Company. In addition, reasonable travel expenses and other costs directly related to the Board work of the members of the Board of Directors shall be reimbursed in accordance with the company's policy in force from time to time.
At its organizational meeting following the Annual General Meeting, the Board of Directors re-elected Hans Niemi as Chair of the Board of Directors.
Auditor
The General Meeting resolved that the authorized public accounting firm Grant Thornton Oy, which has appointed Authorized Public Accountant Riku Vuorinen as the auditor with principal responsibility, shall be elected as the Company’s auditor for the term ending at the close of the next Annual General Meeting. The proposed auditor has given its consent to the election.
The General Meeting resolved that the auditor shall be paid a reasonable fee in accordance with a reasonable invoice approved by the Company.
Authorizing the Board of Directors to decide on the repurchase of own shares
The Board of Directors had proposed to the General Meeting to authorize the Board of Directors to decide on the repurchase of a maximum of 150,000,000 of the Company's own shares.
The General Meeting resolved unanimously to authorize the Board of Directors to decide on the repurchase of a maximum of 50,000,000 of the Company's own shares. The company's own shares shall be repurchased otherwise than in proportion to the shareholdings of the shareholders, using the company's unrestricted equity, at the market price of the shares at the time of repurchase in trading organized on the regulated market of Nasdaq Helsinki Ltd. The shares are repurchased for use in the company's share-based incentive schemes, for the payment of Board membership remuneration, as consideration for acquisitions relating to the business 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 shall decide on the other terms relating to the repurchase of the company's own shares.
The authorization shall be valid for 18 months from the date of the resolution of this Annual General Meeting. The authorization does not revoke previously granted authorizations to repurchase the Company’s own shares.
Authorization of the Board of Directors to decide on the issuance of shares and the granting of stock options and other special rights entitling to shares
The General Meeting resolved to authorize the Board of Directors to decide on the issuance of new shares, the transfer of the company's own shares held by the company and/or the granting of stock options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act. Pursuant to authorization, the Board of Directors may issue a maximum of 150,000,000 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, to broaden theownership base, to finance or implement acquisitions or other arrangements, to implement the company's share-based incentive schemes or for other purposes decided by the Board of Directors. The Board of Directors would be entitled to decide on all terms and conditions of the share issue and of the granting of special rights entitling to shares referred to in 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 schemes.
The authorization shall be valid until 30 June 2027. The authorization does not revoke previously granted 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 will be published on the company's website at https://www.sbih.group/agm-2026 by 30 June 2026.
For further information, please contact:
Hans Niemi, CEO
SunbornInternational Plc
hans.niemi@sunborn.com
+358 44 556 6132
Certified advisor: Nordic Certified Adviser AB, puh. +46 70 551 67 29
Distribution:
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Key media
www.fi.sbih.group
www.sbih.group
Sunborn International
Sunborn International (Nasdaq: SBI) is an innovative developer, owner and operator of high-quality yacht hotels and other floating real estatewith 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 Vancouver, London, and around the world.
Further information: www.sbih.group