BETOLAR OYJ
Company Release
Resolutions of the Annual General Meeting of
The Annual General Meeting approved the annual accounts for the financial period 2023 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 Shareholders' Nomination Committee, that the Board of Directors will consist of seven (7) members and that
The Annual General Meeting resolved that the Chairman of the Board will be paid a fee of
Auditor
The Annual General Meeting re-elected authorised
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 1,960,688 shares (including shares to be issued under special rights) in one or more tranches corresponding to approximately ten (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 800,000 new shares and/or treasury shares held by the company, which amount corresponds to approximately four (4) 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
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 1,960,688 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 authorisation is valid until the next Annual General Meeting, but not later than
Constitutive meeting of the Board of Directors
In its constitutive meeting held after the Annual General Meeting, the Board of Directors elected the Chairman, the Deputy Chairman and the members of the Audit Committee and the
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