BOREO PLC   Stock exchange release   17 April 2024 at 19:00 EET

Decisions taken by Boreo Plc’s Annual General Meeting and the organizing meeting of Board of Directors on 17 April 2024

The General Meeting of Boreo Plc was held on 17 April 2024 at the company’s headquarter at Ansatie 5, Vantaa.

18 shareholders representing 2,077,785 shares and votes (approximately 76.92 per cent of all the company’s shares) were represented at the General Meeting.

The General Meeting took the following decisions:

Adoption of the Financial Statement

The General Meeting adopted Boreo Plc’s and group’s financial statement for financial year 1 January 2023 – 31 December 2023.

Use of the profit shown on the balance sheet and the payment of dividend

The General Meeting resolved based on the board’s proposal that no dividend shall be paid for the financial year 2023. The profit shown on the balance sheet shall be carried forward to the profit and loss account.

Resolution on the discharge of the members of the Board of Directors and the CEO from liability

The members of the Board of Directors and the CEO were discharged from liability for the financial year 2023.

Presentation of the Remuneration Report

The General Meeting resolved to approve the company’s remuneration report. The resolution on remuneration report is advisory.

Resolution on the number of members of the Board of Directors and the remuneration of the Board members of the Board of Directors

The General Meeting resolved that the number of members of the Board of Directors shall be six (6).

The General Meeting resolved that the monthly fee payable to the Chair of the Board of Directors is EUR 4,000 and the monthly fee for the ordinary members of the Board of Directors is EUR 2,000. The General Meeting resolved that for the Chair of the Audit Committee a monthly fee of EUR 1,000 shall be paid in addition to the board fee and for the Chair of the Nomination and Remuneration Committee a monthly fee of EUR 500 shall be paid in addition to the board fee. The General Meeting further resolved that for participation in meetings of the Board of Directors and Committees of the Board of Directors, a fee of EUR 500 per each meeting shall be paid. The General Meeting resolved that of the total amount of the board fees payable to the ordinary members of the Board by the next annual general meeting 40 % shall be paid by company’s own shares and 60 % of the total amount of the fees payable shall be paid in cash. No share compensation shall be paid to Simon Hallqvist (beneficial owner via Preato Capital AB (publ)) because it is not in the company’s interest to add the shareholding of the indirect majority shareholder by means of board fees.

The shares shall be given to the Board members within two weeks from the date the Boreo’s interim report for period 1 January to 31 March 2024 has been published based on the volume weighted average price of the company’s share one week before and one week after the release of the interim report. Further the General Meeting resolved that Boreo shall cover the transaction fees and applicable transfer tax costs payable based on the transactions. The shares received as a board fee shall not be transferred during the board membership. If the board fee cannot be paid in shares due to legal or other regulatory limitation or any other reason concerning the company or the Board member, the board fee shall be paid fully in cash.

The General Meeting resolved that the travel expenses shall be compensated in accordance with the maximum amount of the Tax authority’s notice concerning tax free travel expenses.

Election of the members of the Board of Directors

The General Meeting re-elected Simon Hallqvist, Ralf Holmlund, Jouni Grönroos, Camilla Grönholm and Noora Neilimo-Kontio as members of the Board of Directors and Jussi Vanhanen was elected as a new member of the Board of Directors.

Resolution on the remuneration of the Auditor

The General Meeting resolved to pay the remuneration to the auditor elected against the auditor’s reasonable invoice.

Election of the Auditor

The General Meeting resolved to elect BDO Oy as the auditor of the company, with APA Taneli Mustonen as the auditor with principal responsibility.

Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and special rights entitling to shares and transfer of company’s own shares

The General Meeting authorized the Board of Directors to decide on one or several issuances of shares, stock options and related special rights entitling to the company’s shares in accordance with Chapter 10 Section 1 of the Finnish Companies Act as follows:

The number of the shares issued based on the authorization shall be maximum 540,000 shares equalling approximately 20 percent of the company’s all shares at the date of the notice to the General Meeting.

The authorization includes a right to decide an issuance of either new or the company’s own shares with or without payment. New shares and option and special rights entitling to the company’s shares or transfer of company’s own shares may be carried out in deviation from the shareholders' pre-emptive rights if there are weighty financial reasons on the company’s part or in case of a share issue without a payment if there are especially weighty reasons both on the part of the company and the interest of all shareholders. The Board of Directors is authorized to decide on all terms and conditions concerning the issuance of shares and the related special rights and transferring of the company’s own shares.

The share issuance authorization may be used among other reasons for commitment of the personnel, carrying out share-based incentive programmes, development of the business and the capital structure, expanding the shareholding, implementation of the share purchase and business asset deals, or financing of acquiring assets for company’s business or other projects. The authorization concerning granting of stock options and special rights entitling to company’s shares may be used for the same purposes as the share issuance authorization save the commitment of the personnel and implementation of share-based incentive programmes.

The authorization is effective until the end of the next annual general meeting, however no longer than until 30 June 2025.

The authorization shall not have an effect on any earlier decisions or authorizations regarding share issues, option or other special rights to shares.

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

The General Meeting authorised the Board of Directors to decide on one or several repurchase of the company’s own shares with the company’s unrestricted equity as follows:

The number of own shares to be repurchased based on the authorization shall not exceed 270,000 shares in total, which corresponds to approximately 10 per cent of all the shares in the company at the date of the notice to General Meeting. The resolution on repurchasing of company’s own shares shall not be made in a manner that the company would possess more than ten per cent of all shares in the company. Own shares may be repurchased on the basis of the authorization in order to develop the company’s capital structure, finance or carry out acquisitions, carry out share-based incentive programs, payment of the board fees or otherwise to transfer or to cancel the shares.

The minimum share purchase price to be paid for the shares may be the lowest public trading price and the highest share purchase price may the highest public trading price of the company’s share during the validation of this authorization.

Own shares can be repurchased in deviation from the shareholders' pre-emptive rights if there are weighty financial reasons on the company’s part.

The authorization is effective until the end of the next annual general meeting, however no longer than until 30 June 2025.

Decisions of the Board of Directors

The Board of Directors elected in its first meeting after the General Meeting Simon Hallqvist as the Chair of the Board. The Board of Directors elected also members to its Committees. Jouni Grönroos (the Chair), Ralf Holmlund and Noora Neilimo-Kontio were elected as the members of the Audit Committee. Camilla Grönholm (the Chair), Simon Hallqvist and Jussi Vanhanen were elected as the members of the Nomination and Remuneration Committee.

Minutes of the General Meeting

The minutes of the General Meeting will be available on company's website

www.boreo.com/en/investors/corporate_governance/annual_general_meeting_2024 latest on 30 April 2024.

In Vantaa, 17 April 2024

Boreo Plc

Kari Nerg

CEO

Distribution:
NASDAQ Helsinki Ltd
Principal media

www.boreo.com

For more information:

CEO Kari Nerg

+358 44 341 8514

CFO Aku Rumpunen

+358 40 5563546

Boreo in brief:

Boreo is a company listed on Nasdaq Helsinki that creates value by owning, acquiring and developing small and medium-sized companies in the long-term. Boreo's business operations are organized into two business areas: Electronics and Technical Trade.

Boreo's primary objective is sustainable long-term profit generation. This is achieved with a business model that is based on the acquisition and ownership of great entrepreneurial companies with ability to generate sustainable long-term earnings growth and strong cash flows. The profits generated by the portfolio of companies are re-invested back to operations or to acquisitions with attractive expected returns on capital. The decentralized operating structure promoting culture of ownership and release of entrepreneurial energy is a core pillar of the firm’s business concept and sustainable earnings growth is ensured through the support and coaching of companies and the personnel.

The Group's net sales in 2023 were EUR 161 million and it employs over 300 people in seven countries. The company’s headquarter is in Vantaa.