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Betolar Plc
Company Announcement
25 February 2026 at 8:35 a.m. EET
Notice to the Annual General Meeting of Betolar Plc
The Annual General Meeting of Betolar Plc ("Betolar" or the "Company") will be held on Wednesday 18 March 2026 at 10:30 a.m. (Finnish time) at Stella Business Park’s auditorium in Espoo, Finland, at the address Lars Sonckin kaari 16 (Terra building). The reception of those registered for the meeting and the distribution of voting tickets at the meeting location will start at 10:00 a.m. (Finnish time). Shareholders may follow the General Meeting via a live webcast. More detailed information on remote viewing is provided in Section C of this notice of the General Meeting.
Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are set out in Section C of this Notice of the Annual General Meeting.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
1. Opening of the Meeting
2. Calling the Meeting to Order
3. Election of Persons to Scrutinize the Minutes and to Supervise the Counting of Votes
4. Recording the Legality of the Meeting
5. Recording the Attendance at the Meeting and Adoption of the List of Votes
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the Financial Period January 1 to December 31, 2025
• Presenting the review of President & CEO
The Company’s financial statements, the report of the Board of Directors and the Auditor’s report are available on the Company’s website at https://www.betolar.com/general-meeting.
7. Adoption of the Financial Statements
8. Resolution on the Distribution of the Profit Shown on the Balance Sheet and the Payment of Dividend
The Board of Directors proposes that no dividend be paid for the financial period January 1, 2025 to December 31, 2025 and that the loss for the financial period be transferred to the profit (loss) account for previous financial periods.
9. Resolution on the Discharge of the Members of the Board of Directors and the President & CEO from Liability for the Financial Period January 1 to December 31, 2025
10. Resolution on the Remuneration of Members of the Board of Directors
The Shareholder’s Nomination Committee proposes to the Annual General Meeting that the remuneration payable to the members of the Board of Directors remain unchanged, and the remuneration be paid for the next term, as follows:
• The Chairman of the Board of Directors EUR 3,500 per month and the Deputy Chairman (if any) EUR 2 700 per month; and
• Other members of the Board of Directors EUR 1,900 per month.
In addition, it is proposed to pay the following fees to the members of the committees founded by the Board of Directors:
• The Chairman of the committee EUR 600 per meeting; and
• Other members of the committee EUR 300 per meeting.
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.
11. Resolution on the 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 2025).
12. Election of the Members of the Board of Directors
The Shareholders’ Nomination Committee proposes to the Annual General Meeting that Anders Dahlblom, Jan-Elof Cavander, Kalle Härkki, Juha Leppänen and Inka Mero be re-elected as members of the Board of Directors and Eeva Ruokonen as a new member.
The current member of the Board Soile Kankaanpää has announced that she is no longer available for selection as members of the Board of Directors.
Candidate, Doctor of Science (Technology, Aalto University) Eeva Ruokonen has over 35 years of experience in the mining and metallurgical industry. Until 2015, Ruokonen held various management positions (Talvivaara, ABB, Boliden and Outokumpu). Today, she works as an independent consultant and board professional. Ruokonen is a member of Endomines Oyj’s Board of Directors and chair of the ESG committee (2021-), member of Arvo Metals Oy’s Board of Directors (2024-), member of Arvo Lithium Ltd’s Board of Directors (2025-), and a member of Nordic Talc’s Advisory Board (2020-). Previously she was a member of Finnish Minerals Group Oy’s Board of Directors and chair of the Corporate Responsibility Committee (2018–2024). She brings to Betolar extensive expertise on metals and minerals industry and strong technical understanding of the entire value chain, as well as strong knowledge in sustainable mining.
The Shareholders’ Nomination Committee recommends to the Board of Directors that it elects Anders Dahlblom as 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 and Jan-Elof Cavander as well as Anders Dahlblom who are not independent of 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 2027.
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.
13. Resolution on the Auditor’s Remuneration
The Board of Directors proposes to the Annual General Meeting that the auditors be remunerated in accordance with reasonable invoices approved by the Company.
14. Election of the Auditors
The Board of Directors proposes to the Annual General Meeting that PricewaterhouseCoopers Oy, a firm of authorized public accountants, be re-elected as the auditor. PricewaterhouseCoopers Oy has announced that Maija Ant-Wuorinen, APA would act as the auditor with principal responsibility.
15. 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 Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on the issuance of shares as well as issuance of options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act in one or more tranches as follows:
Under the authorization, a total of up to 2,156,757 shares (including shares to be issued under special rights) may be issued, 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. This authorization consists of the following two parts:
- Up to 1,456,757 new and/or treasury shares held by the Company (including shares to be issued under special rights), which corresponds to approximately seven (7) 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. Authorization is considered important as it enables the Board of Directors to have various options at their disposal, thereby safeguarding the flexibility and operational freedom of a growth Company.
- Up to 700,000 new and/or treasury shares held by the company (including shares to be issued under special rights), which corresponds to approximately three (3) 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 Board of Directors will be authorized to decide, within the limits of the aforementioned authorization, on all terms and conditions of the share issue and the issuance of option rights and other special rights entitling to shares, including an assessment of the existence of a weighty financial reason.
The Board of Directors will be authorized to decide whether the subscription price will be recorded as an increase to the share capital or in the reserve for invested unrestricted equity, in part or in full.
Under the authorization, both new shares and treasury shares held by the Company may be issued either against payment or free of charge. The shares, and other special rights entitling to shares, including options may be issued in deviation from the shareholders’ pre-emptive right, if there is a weighty financial reason for the Company to do so, as referred to in the Companies Act (directed share issue).
It is proposed that the authorization be valid until the next Annual General Meeting, but not later than June 30, 2027, and that the authorization granted by the Annual General Meeting of March 27, 2025 to the Board of Directors be revoked.
16. Authorizing the Board of Directors to Decide on the Repurchase of the Company’s Own Shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the repurchase of the Company's own shares as follows:
The total number of Company’s own shares to be repurchased under the authorization is a maximum of 2,156,757 shares, 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. Pursuant to the authorization, the Company's own shares can only be repurchased with unrestricted equity.
The Company's own 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 weighty financial reason for doing so in accordance with Chapter 15, Section 6 of the Companies Act.
The Company's own shares may be acquired to develop the Company's capital structure, to be transferred to finance or implement possible acquisitions, investments or other arrangements related to the Company's business, to be used in the Company's incentive schemes or otherwise to be transferred, held or invalidated.
It is proposed that the authorization be valid until the next Annual General Meeting, but not later than June 30, 2027, and that the authorization granted by the Annual General Meeting of March 27, 2025 to the Board of Directors be revoked.
17. Closing of the Meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
This notice, which includes all resolution proposals on the agenda of the Annual General Meeting is available on the Company’s website at https://www.betolar.com/general-meeting.
The Annual Report, containing the financial statements, the Board of Director’s report and the Auditor’s report as well as the voluntary sustainability report (VSME) are available on the said website as of February 25, 2026 at the latest. These documents will also be viewable at the Annual General Meeting.
The minutes of the Annual General Meeting will be available on the said website as of April 1, 2026 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Shareholder Registered in the Shareholders’ Register
A shareholder who is registered in the Company’s shareholder register maintained by Euroclear Finland Oy on the record date of the Annual General Meeting, March 6, 2026, is entitled to participate in the General Meeting. A shareholder whose shares are registered in their personal Finnish book‑entry account, including a share savings account, is deemed to be registered in the Company’s shareholder register. Changes in shareholdings after the record date of the General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes held by the shareholder.
Registration for the Annual General Meeting will commence on February 26, 2026 at 10:00 a.m. (Finnish time). A shareholder who is registered in the Company’s shareholders’ register and who wishes to participate in the Annual General Meeting shall register no later than on March 11, 2026 at 4:00 p.m. (Finnish time), by which time the registration must be received.
Shareholders may register for the Annual General Meeting:
a) via the Company’s website at https://www.betolar.com/general-meeting. Electronic registration requires strong authentication of the shareholder, their legal representative, or proxy using Finnish, Swedish, or Danish online banking credentials or a mobile certificate.
b) by email to Innovatics Oy at agm@innovatics.fi. The registering shareholder must include in the message the registration form and any advance voting form available on the Company’s website at https://www.betolar.com/general-meeting, or corresponding information.
c) by post to Innovatics Oy at the address: Innovatics Oy, General Meeting / Betolar Oyj, Ratamestarinkatu 13 A, FI‑00520 Helsinki, Finland. The registering shareholder must include in the message the registration form and any advance voting form available on the Company’s website at https://www.betolar.com/general-meeting, or corresponding information.
In connection with the registration, the necessary information must be provided, such as the shareholder’s name, date of birth or business ID, address, telephone number and/or email address, the name of any assistant or proxy and the proxy’s date of birth, as well as the proxy’s telephone number and/or email address. Personal data provided by shareholders will be used solely in connection with the Annual General Meeting and the necessary registrations related thereto.
The shareholder, their representative, or proxy must, if required, be able to verify their identity and/or right of representation at the meeting venue.
Further information on registration and advance voting is available by telephone during the registration period of the Annual General Meeting from Innovatics Oy at +358 10 2818 909 on weekdays between 9:00 a.m.–12:00 p.m. (Finnish time) and 1:00–4:00 p.m. (Finnish time).
2. Holders of Nominee-registered Shares
A holder of nominee‑registered shares is entitled to participate in the Annual General Meeting on the basis of such shares which would entitle the shareholder to be registered in the Company’s shareholder register maintained by Euroclear Finland Oy on the record date of the Annual General Meeting, March 6, 2026. Further, participation requires that the shareholder is, on the basis of such shares, temporarily registered in the shareholder register maintained by Euroclear Finland Oy no later than March 13, 2026 at 10:00 a.m. (Finnish time). With respect to nominee‑registered shares, such temporary registration shall be deemed to constitute registration for the Annual General Meeting. Changes in shareholdings after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes held by the shareholder.
Holders of nominee‑registered shares are advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the shareholder register, the issuance of proxy documents and voting instructions, as well as registration for the Annual General Meeting and advance voting.
The account operator of the custodian shall notify a holder of nominee‑registered shares who wishes to participate in the Annual General Meeting for temporary registration in the Company’s shareholder register by the above‑mentioned deadline and, where applicable, ensure advance voting on behalf of the nominee‑registered shareholder prior to the end of the registration period applicable to nominee‑registered shareholders. Further information is also available on the Company’s website at https://www.betolar.com/general-meeting.
3. Proxy Representatives and Powers of Attorney
A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting through a proxy. A proxy may also, if so desired, vote in advance in the manner described in this notice. The proxy must personally authenticate themselves in the electronic registration service and, where applicable, in the advance voting service using strong electronic authentication, after which the proxy may register for the Annual General Meeting and, if necessary, vote in advance on behalf of the shareholder they represent.
As an alternative to a traditional proxy document, shareholders may use the electronic Suomi.fi e‑Authorizations service to authorize a proxy. The proxy is appointed in the Suomi.fi service at www.suomi.fi/valtuudet (authorization matter “Representation at a General Meeting”). In the Annual General Meeting service, the authorized proxy must authenticate themselves with strong electronic identification in connection with registration, after which the electronic authorization will be verified automatically. Strong electronic identification is carried out using online banking credentials or a mobile certificate. Further information on electronic authorization is available at www.suomi.fi/valtuudet.
A proxy form and voting instruction template are available on the Company’s website at https://www.betolar.com/general-meeting. If a shareholder participates in the Annual General Meeting through more than one proxy representing the shareholder with shares held in different book‑entry accounts, the shares on the basis of which each proxy represents the shareholder must be specified in connection with registration.
Any proxy documents are requested to be submitted primarily as attachments in connection with electronic registration or alternatively by post to Innovatics Oy, General Meeting / Betolar Oyj, Ratamestarinkatu 13 A, FI‑00520 Helsinki, Finland, or by email to agm@innovatics.fi before the end of the registration period. In addition to submitting proxy documents, the shareholder or the proxy must ensure registration for the Annual General Meeting in accordance with the instructions set out in this notice.
4. Following the Meeting Remotely (webcast)
A shareholder who is entitled to participate in the Annual General Meeting and whose shares are registered in their personal Finnish book‑entry account, including a share savings account, may also follow the meeting via a remote connection.
It is not possible to present questions, make counterproposals, use other speaking rights or vote through the webcast. Following the Annual General Meeting via webcast shall not be considered participation in the Annual General Meeting or the exercise of shareholders’ rights.
The remote connection to the Annual General Meeting will be provided through Inderes Oyj’s virtual general meeting service on the Videosync platform, which includes video and audio access to the meeting. The use of the remote connection does not require any paid software or downloads. Participation requires an internet connection as well as a computer, smartphone or tablet equipped with speakers or headphones for audio output. The use of one of the following browsers is recommended: Chrome, Firefox, Edge, Safari or Opera.
A link and password for remote viewing will be sent by email and/or text message to the email address and/or mobile phone number provided in connection with registration to all shareholders registered for the Annual General Meeting no later than on the day preceding the meeting. Participants are recommended to log in to the meeting system well in advance of the start of the meeting.
More detailed information on the general meeting service, additional instructions for proxies representing more than one shareholder, the service provider’s contact details and instructions for possible technical disruptions are available at https://vagm.fi/tuki. A link for testing the compatibility of a computer, smartphone or tablet and the internet connection is available at https://b2b.inderes.com/fi/knowledge-base/yhteensopivuuden-testaaminen. Shareholders are recommended to familiarize themselves with the detailed participation instructions prior to the Annual General Meeting.
5. Advance Voting
A shareholder whose shares in the Company are registered in their personal Finnish book‑entry account, including a share savings account, may register for the Annual General Meeting and vote in advance between February 26, 2026 at 10:00 a.m. (Finnish time) and March 11, 2026 at 4:00 p.m. (Finnish time) with respect to agenda items 7–16 of the Annual General Meeting
a) via the Company’s website at https://www.betolar.com/general-meeting. Logging into the service takes place in the same manner as registration, as described above in section C.1 of this notice.
b) by email by submitting the advance voting form available on the Company’s website, or corresponding information, to Innovatics Oy at agm@innovatics.fi.
c) or by post by submitting the advance voting form available on the Company’s website, or corresponding information, to Innovatics Oy at the address: Innovatics Oy, General Meeting / Betolar Oyj, Ratamestarinkatu 13 A, FI‑00520 Helsinki, Finland.
Advance votes must be received by the end of the advance voting period. Submitting votes by post or email before the end of the registration and advance voting period shall be deemed to constitute registration for the Annual General Meeting, provided that the submission includes the information required for registration as described above.
A shareholder who has voted in advance may not exercise the right to ask questions pursuant to the Finnish Companies Act or demand a vote, unless the shareholder or their proxy participates in the Annual General Meeting at the meeting venue in person.
With respect to nominee‑registered shareholders, advance voting shall take place through the account operator. The account operator may vote in advance on behalf of the nominee‑registered shareholders they represent in accordance with the voting instructions provided by such shareholders, within the registration period applicable to nominee‑registered shares.
A resolution subject to advance voting shall be deemed to have been presented unchanged at the Annual General Meeting.
6. Other Instructions and Information
The language of the meeting shall be Finnish.
A shareholder present at the Annual General Meeting has the right to ask questions on matters on the agenda of the Annual General Meeting in accordance with Chapter 5, Section 25 of the Finnish Companies Act.
Changes in shareholdings after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes held by the shareholder.
As at the date of the notice of the Annual General Meeting, February 25, 2026, Betolar Plc has a total of 21,567,570 shares, each carrying one vote.
Coffee and light refreshments will be served prior to the meeting. Parking is available at the parking facility located opposite the Stella Business Park, at the entrance level designated for visitor parking. Parking fees are payable by the participant either at the payment machine located on the same level or via the Aimo Park mobile application.
Kannonkoski, February 25, 2026
BETOLAR PLC
Board of Directors
More information:
Chairman of the Board of Directors Anders Dahlblom
+358 40 081 5427
Certified Adviser:
Aktia Alexander Corporate Finance Oy, +358 50 520 4098
About Betolar
Betolar is a circular economy and materials technology company. The company develops innovative solutions that transform industrial sidestreams and waste into low-carbon, cement-free products for the mining, metals, and construction industries.
At the core of Betolar’s offering is its groundbreaking Metal Extraction Technology for recovering critical and strategic metals from industrial waste streams and mine tailings. Through its continuously evolving Geoprime® solution, Betolar significantly reduces CO₂ emissions associated with traditional cement use and supports more sustainable mining and construction practices.
Complementing its material innovations, Betolar’s AI-based data platform accelerates solution development and optimizes the utilization of industrial sidestreams. The SidePrime analytics service, built on this platform, identifies and maps opportunities for efficient sidestream and waste utilization, enabling data-driven circular solutions.
Betolar was founded in 2016 and is domiciled in Kannonkoski, Finland. Betolar is listed on the Nasdaq First North Growth Market (ticker: BETOLAR), and its shares are also traded in the United States on the OTCQX International marketplace (ticker: BTLRF). For more information www.betolar.com.