Resolutions of the Annual General Meeting of Betolar Plc and the Constitutive Meeting of the Board of Directors
Betolar Plc
Company Release 31 March 2023 at 3:30 p.m. EEST
Resolutions of the Annual General Meeting of Betolar Plc and the Constitutive Meeting of the Board of Directors
Betolar Plc’s Annual General Meeting was held on Friday 31 March 2023.
The Annual General Meeting approved the annual accounts for the financial period 2022 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 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 Board of Directors, that the Board of Directors will consist of six (6) members and that Tero Ojanperä, Soile Kankaanpää, Kalle Härkki, Inka Mero, Juha Leppänen and Ilkka Salonen were re-elected as members of the Board of Directors. Mr. Ilkka Salonen was elected as the Chairman of the Board and Mr. Tero Ojanperä was recommended to be elected as the Deputy Chairman of the Board.
The Annual General Meeting resolved that the Chairman of the Board will be paid a fee of EUR 3,500 per month, 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 authorised 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.
Amendment of the Articles of Association
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to amend Article 4 of the Articles of Association. The maximum number of board members was increased from seven to eight members. Annual General Meeting also resolved, in accordance with the proposal of the Board of Directors, to amend Article 8 of the Articles of Association. In the future, the Chairman of the Board will be elected by the Board from among its members. In addition, by decision of the Board, the General Meeting can also be held without a meeting place, so that shareholders can fully exercise their voting rights by means of telecommunication and technical assistance.
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 authorise the Board of Directors in accordance with the proposal of the Board to resolve on the issuance a maximum of 1,953,175 shares (including shares to be issued under special rights) in one or more tranches corresponding to approximately 10 % 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 total number of option rights or other special rights entitling to shares to be issued for the implementation of the company’s incentive and commitment programs may not exceed 1,000,000 new shares and/or treasury shares held by the company, which amount corresponds to approximately five (5) per cent of the total number of shares in the company at the time of the convening of the Annual General Meeting. The number of shares to be issued for the implementation of the incentive and commitment programs is included in the maximum number of shares referred to in the aforementioned authorisation.
The authorisation is valid until the next Annual General Meeting, but not later than 30 June 2024 and the authorisation granted by the Annual General Meeting of 23 March 2022 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 1,000,000 shares, which corresponds to approximately five (5) 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 authorisation is valid until the next Annual General Meeting, but not later than 30 June 2024 and the authorisation granted by the Annual General Meeting of 23 March 2022 to the Board of Directors was revoked.
Rules of Procedure of the Shareholders’ Nomination Committee
The Annual General Meeting resolved to amend the Rules of Procedure of the Shareholders’ Nomination Committee in accordance with the proposal of the Nomination Committee. First Chapter of Section 2 of the Rules of Procedure was amended in its entirety and due to the amendment of the Section 4, the Shareholders’ Nomination Committee will no longer propose to the Annual General Meeting the Chairman of the Board. In addition, the nomination right of the members representing the largest shareholders shall from now on be based on the list of shareholders on the first working day of August preceding the Annual General Meeting. The full text of the amended rules of procedure can be found on the company’s website.
Constitutive meeting of the Board of Directors
In its constitutive meeting held after the Annual General Meeting, the Board of Directors elected the Deputy Chairman and the members of the Audit Committee and the Personnel and Remuneration Committee from amongst its members.
Tero Ojanperä was elected as the Deputy Chairman. The members of the Audit Committee are Soile Kankaanpää (Chairman), Kalle Härkki and Ilkka Salonen. The members of the Personnel and Remuneration Committee are Tero Ojanperä (Chairman), Kalle Härkki, Inka Mero and Ilkka Salonen.
Betolar Plc
Further information:
Ilkka Salonen, Chairman of the Board of Directors, +358 45 359 4434
Certified Adviser:
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 industrial side streams into a cement substitute.
Betolar's artificial intelligence innovation can significantly reduce CO2 emissions compared to traditional cement-based concrete production by optimizing existing manufacturing processes, supporting solution development with advanced analytics and creating global markets for side streams.
Betolar's mission is to help reduce CO2 emissions and the use of virgin raw materials. 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
