Resolutions of the Annual General Meeting of Betolar and the constitutive meeting of the Board of Directors

Betolar Plc

Company Release

27 March 2025 at 3.00 A.M. EET

Resolutions of the Annual General Meeting of Betolar and the constitutive meeting of the Board of Directors

Betolar Plc’s Annual General Meeting was held on Thursday 27 March 2025.

The Annual General Meeting approved the annual accounts for the financial period 2024 and discharged the members of the Board of Directors and the President & CEOs from liability.

Resolution on the use of the loss shown on the balance sheet

The Annual General Meeting resolved to transfer the loss for the financial period to the profit (loss) account of previous financial periods and resolved not to pay dividend in accordance with the proposal of Board of Directors.

Members of the Board of Directors and remuneration

The Annual General Meeting resolved, in accordance with the proposal of the Shareholders’ Nomination Committee, that the Board of Directors will consist of six (6) members and that Anders Dahlblom, Kalle Härkki, Soile Kankaanpää, Juha Leppänen and Inka Mero were re-elected as members of the Board of Directors and Jan-Elof Cavander as a new member of the Board of Directors.

The Annual General Meeting resolved that the Chairman of the Board will be paid a fee of EUR 3,500 per month, potential Deputy Chairman of the Board a fee of EUR 2,700 per month and other Members of the Board each a fee of EUR 1,900 per month. Furthermore, the Meeting resolved that the Chairman of the committees founded by the Board of Directors will be paid EUR 600 per meeting of the committees and other members of the committees will be paid EUR 300 per meeting. Travel expenses will be reimbursed in accordance the maximum amount of the respective travel allowance base approved by the Tax Administration.

Auditor

The Annual General Meeting re-elected authorized Public Accountant PricewaterhouseCoopers Oy as the company’s auditor in accordance with the proposal of the Board of Directors. The remuneration of the auditor will be paid according to a reasonable invoice. PricewaterhouseCoopers Oy has informed that Mrs. Maija Ant-Wuorinen will act as the principal auditor.

Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares

The Annual General Meeting resolved to authorize the Board of Directors in accordance with the proposal of the Board to resolve on the issuance of a total of up to 2,956,757 shares (including shares to be issued under special rights), which corresponds to approximately fourteen (14) percent of the total number of shares in the company at the time of the convening of the Annual General Meeting. This authorization consists of the following two parts:

1. Up to 2,156,757 new and/or treasury shares held by the company (including shares to be issued under special rights), which corresponds to approximately ten (10) percent of the total number of shares in the company at the time of the convening of the Annual General Meeting. The authorization may be used to finance acquisitions or other investments related to the company’s business, to maintain and increase the solvency of the group, as well as to expand the ownership base and develop the capital structure.
2. Up to 800,000 new and/or treasury shares held by the company (including shares to be issued under special rights), which corresponds to approximately four (4) percent of all the shares in the company at the time of the convening of the Annual General Meeting. The authorization may be used for the implementation of the company’s incentive and commitment programs.

The authorisation is valid until the next Annual General Meeting, but not later than 30 June 2026 and the authorisation granted by the Annual General Meeting of 27 March 2024 to the Board of Directors was revoked.

Authorising the Board of Directors to decide on the repurchase of company’s own shares

The Annual General Meeting resolved to authorise the Board of Directors in accordance with the proposal of the Board to resolve on the repurchase of a maximum of 2,156,757 shares, which corresponds to approximately ten (10) per cent of the current number of all the company's shares. The company's own shares can only be repurchased with unrestricted equity and the shares can be repurchased on the repurchase date at a price formed in multilateral trading or otherwise at a price formed in the market. Shares may also be acquired outside public trading at a price that does not exceed the market price in public trading at the time of acquisition.

The Board of Directors decides how the shares are acquired. Own shares may be repurchased other than in proportion to the shares held by the shareholders (directed repurchase) if there is a compelling financial reason for doing so. The authorization is valid until the next Annual General Meeting, but not later than 30 June 2026 and the authorization granted by the Annual General Meeting of 27 March 2024 to the Board of Directors was revoked.

Constitutive meeting of the Board of Directors

In its constitutive meeting held after the Annual General Meeting, the Board of Directors elected the Chairman and the members of the Audit Committee and the Personnel and Remuneration Committee from amongst its members.

Anders Dahlblom was elected as the Chairman. The members of the Audit Committee are Jan-Elof Cavander (Chairman), Anders Dahlblom, Kalle Härkki and Soile Kankaanpää. The members of the Personnel and Remuneration Committee are Anders Dahlblom (Chairman), Soile Kankaanpää and Inka Mero.

Betolar Plc

Further information:

Anders Dahlblom, Chairman of the Board of Directors, +358 40 081 5427

Certified Adviser:

Aktia Alexander Corporate Finance Oy, +358 50 520 4098

About Betolar

Betolar is a circular economy enabler and materials technology specialist, providing innovative solutions to help use industrial sidestreams to produce low-carbon and cement-free products for the mining and construction sectors.  Betolar's mission is to help reduce carbon emissions and the use of virgin resources in mining and construction.  

Betolar's circular economic innovations significantly reduce CO2 emissions from cement use and the use of virgin raw materials by utilizing industrial sidestreams.  Betolar is continuously developing its low-carbon Geoprime solution for the mining, metals and construction industries. In addition, Betolar's AI-based data platform creates value from industrial side streams and accelerates solution development. The SidePrime analytics service, based on the data platform, maps the potential for utilization of industrial side streams and waste.  

Betolar was founded in 2016 and is domiciled in Kannonkoski, Finland. Betolar is listed on the Nasdaq First North Growth Market. For more information www.betolar.com.