Resolutions of the Annual General Meeting of Betolar Plc

Betolar Plc

Company Release 23 March 2022 at 11 a.m. EET

Resolutions of the Annual General Meeting of Betolar Plc

Betolar Plc’s Annual General Meeting was held on Wednesday 23 March 2022.

The meeting approved the annual accounts for the financial year 2021 and discharged the members of the Board of Directors and the CEO 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 year to the profit and loss account of previous years and resolved not to distribute dividend in accordance with the Board of Directors’ proposal.

Members of the Board of Directors and remuneration

The Annual General Meeting confirmed, in accordance with the proposal of the Board of Directors, that the Board of Directors will consist of six (6) members and that Tero Ojanperä, Soile Kankaanpää, Kalle Härkki. Inka Mero and Juha Leppänen were re-elected as members of the Board of Directors and Mr. Ilkka Salonen was elected as new member of the Board of Directors. Mr. Tero Ojanperä was re-elected as the Chairman of the Board.

The Annual General Meeting resolved that the Chairman of the Board will be paid a fee of EUR 3,300 per month, and other Members of the Board each a fee of EUR 1,800 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. No remuneration is paid for the Board work to persons who are in an employment or service relationship with the company. 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 Mr. Janne Rajalahti will act as the principal auditor.

Authorizing 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 a maximum of 1,850,208 shares (including shares to be issued under special rights) in one or more tranches corresponding to approximately 9.5 % of all the shares in the company. The Board of Directors decides on all terms and conditions of the share issue and the issuance of option rights and other special rights entitling to shares within the limits of the authorisation. The issuance of shares and  special rights entitling to shares, including options, may be carried out in deviation from the shareholders’ pre-emptive right (directed issue). The authorisation revokes previously granted unexercised authorisations regarding share issue and issuance of option rights and other special rights entitling to shares and it is valid for a maximum of 18 months from the resolution of the Annual General Meeting.

Authorizing the Board of Directors to decide on the repurchase of Company’s own shares

The Annual General Meeting resolved to authorize the Board of Directors in accordance with the proposal of the Board to resolve on the repurchase of a maximum of 973,793 shares, which corresponds to approximately 5 % 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 for 18 months from the resolution of the Annual General Meeting.

Permanent shareholders' nomination committee

The Annual General Meeting resolved to establish a permanent Shareholders’ Nomination Committee and approved the rules of procedure for the Shareholders’ Nomination Committee. The Nomination Committee consist of five (5) 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 a member. The members of the Nomination Committee are appointed annually and the term of office of the members ends when new members have been appointed to the Nomination Committee.

The Nomination Committee’s task is to annually prepare and present to the Annual General Meeting and, if necessary, the Extraordinary Annual General Meeting, proposals on Board composition (number of members and persons) and remuneration. In addition, the Nomination Committee is responsible for finding candidates to succeed members of the Board and preparing the Board's principles for diversity.

Betolar Plc

Further information:

Tero Ojanperä, Chairman of the Board of Directors, +358 40 558 3096

Certified Adviser:

Skandinaviska Enskilda Banken AB (publ) Helsinki Branch, +358 9 6162 8000

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 enable the green transformation of various industries globally, especially in the construction, process and energy industries by providing solutions to utilise its unique materials technology. For more information, visit https://www.betolar.com/