Betolar Plc’s Shareholders’ Nomination Committee’s Proposals to the General Meeting 2023

Betolar Plc

Company Release 

31 January 2023 at 9:15 AM EEST

Betolar Plc’s Shareholders’ Nomination Committee’s Proposals to the General Meeting 2023

Betolar Plc’s (“Betolar”) Annual General Meeting is planned to be held on Friday 31 March 2023. Betolar’s Shareholders’ Nomination Committee has resolved to make the following proposals to the Annual General Meeting:

Number of members of the Board of Directors

The Shareholders’ Nomination Committee proposes to the Annual General Meeting that the number of the members of the Board of Directors would be six (6) (6 members in 2022).

Election of the members of the Board of Directors

The Shareholders’ Nomination Committee proposes to the Annual General Meeting that Tero Ojanperä, Kalle Härkki, Juha Leppänen, Inka Mero, Soile Kankaanpää and Ilkka Salonen be re-elected as members of the Board of Directors.

The Shareholders’ Nomination Committee proposes to the Annual General Meeting that Ilkka Salonen be elected as the Chairman. Further, the Shareholders’ Nomination Committee proposes to the Board of Directors that it elects Tero Ojanperä as the Deputy Chairman of the Board of Directors.

All the proposed Board Members are considered to be independent of the Company and its significant shareholders, except for Juha Leppänen who is not independent of the Company and is the Company’s major shareholder.

The term of the members of the Board of Directors ends at the close of the Annual General Meeting in 2023.

With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Committee recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that at Betolar, the Shareholders' Nomination Board is separate from the Board of Directors. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the Company.

The Remuneration of the members of the Board of Directors

The Shareholder’s Nomination Committee proposes that the remuneration for the members of the Board of Directors be changed. The Shareholders’ Nomination Committee proposes to the Annual General Meeting as follows:

• The Chairman of the Board of Directors EUR 3 500 per month (EUR 3 300 in 2022) and the Deputy Chairman (if any) EUR 2 700 per month; and
• Other members of the Board of Directors EUR 1 900 per month (EUR 1 800 in 2022)

Further, the members of the committees founded by the Board of Directors be paid the following fees:

• The Chairman of the committee EUR 600 per meeting (EUR 600 in 2022); and
• Other members of the committee EUR 300 per meeting (EUR 300 in 2022).

It is further proposed that the travel expenses of the members of the Board of Directors be reimbursed in accordance with the maximum amount of the respective travel allowance base approved by the Tax Administration.

Amendment of the Rules of Procedure of the Shareholders’ Nomination Committee

Shareholders’ Nomination Committee proposes to the Annual General Meeting that its Rules of Procedure shall me amended as follows:

1. first Chapter of Section 2 shall be amended to read as follows:

“The Nomination Committee consists of four (4) members, of whom the company's four (4) largest shareholders are each entitled to nominate one member. The Nomination Committee also includes the Chairman of the Board as an expert member. The Chairman of the Board does not participate in the decision-making of the Nomination Committee. The Company cannot be a member of the Nomination Committee. Representatives or employees of the Company's operational management may not be members of the Nomination Committee in person but may appoint a member of the Nomination Committee as a shareholder.”

2. The nomination right of the members representing the largest shareholders shall be based on the list of shareholders on the first working day of August preceding the Annual General Meeting.

3. The list of duties of the Nomination Board in Section 4 is amended so that the Nomination Board would no longer propose to the Annual General Meeting the Chairman of the Board of Directors provided that the Annual General Meeting resolves to amend §8 of the Articles of Association so that in the future the Annual General Meeting elects the members of the Board of Directors and the Board of Directors elects the Chairman and the potential deputy Chairman of the Board of Director

The Shareholders’ Nomination Committee made all resolutions unanimously.

As Chairman of the Shareholders’ Nomination Committee has acted Alexander Ehrnrooth (Nidoco AB), Olli-Pekka Kallasvuo (representing shareholder Juha Leppänen), Peter Seligson (Ahlstrom Invest B.V.), Annika Ekman (Ilmarinen Mutual Pention Insurance Company) and Tero Ojanperä (Chairman of the Board of Directors of Betolar).

More information

Alexander Ehrnrooth, Chairman of Betolar Plc’s Shareholders’ Nomination Board

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Aktia Alexander Corporate Finance Oy, +358 50 520 4098

About Betolar

Betolar Plc is a Finnish materials technology company that offers the production of sustainable and low-carbon concrete with the Geoprime® solution. The solution converts several previously unused, massive industrial by-products into a cement substitute.

Betolar's innovation can significantly reduce CO2 emissions compared to traditional cement-based concrete production by optimizing existing manufacturing processes. Betolar's mission is to reduce CO2 emissions and the use of virgin natural resources in construction. Betolar was founded in 2016 and originated from Kannonkoski, Finland. For more information, visit www.betolar.com/