BOREO PLC STOCK EXCHANGE RELEASE 19 March 2026 at 1:00 PM EET

Proposals of the Shareholder to the Annual General Meeting on composition and remuneration of the Board of Directors of Boreo and the proposals of the Board of Directors to the Annual General Meeting on Remuneration policy, establishment of Shareholders’ Nomination Committee and election of the auditor

The number of members of the Board of Directors

The shareholder representing over 50 % of the company’s votes and outstanding shares proposes to the Annual General Meeting (“General Meeting”) that the number of ordinary members of the Board of Directors shall be six (6).

Election of members of the Board of Directors

The shareholder representing over 50 % of the company’s votes and outstanding shares proposes to the General Meeting that Simon Hallqvist, Jouni Grönroos, Camilla Grönholm, Noora Neilimo-Kontio, Jussi Vanhanen and Mattias Björk will be re-elected to the Board of Directors.

All the proposed candidates have given their consent to being elected. 

Remuneration of the members of the Board of Directors

The shareholder representing over 50 % of the company’s votes and outstanding shares proposes to the General Meeting that the monthly fee payable to the Chair of the Board of Directors is EUR 4,500 and the monthly fee for the ordinary members of the Board of Directors is EUR 2,500.

In addition, it is proposed that Chairs of the Committees shall be compensated as follows: 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.

It is further proposed 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.

Further the shareholder representing over 50 % of the company’s votes and outstanding shares proposes that 40 % of the total amount of the board fees payable to the ordinary members of the Board by the next annual general meeting 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)) and to Mattias Björk (Swedish citizen) because it is not in the company’s interest to add the shareholding of the indirect majority shareholder by means of board fees and because paying the compensation in shares to Sweden increases the administrative burden. The shares shall be given to the Board members within two weeks from the date the Boreo Plc’s interim report for period 1 January to 31 March 2026 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 it is proposed that Boreo Plc shall cover the transaction fees and applicable transfer tax costs payable based on the share transfer. 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 travel expenses shall be compensated in accordance with the maximum amount of the Tax authority’s notice concerning tax free travel expenses.

Adoption of the Remuneration Policy for Governing Bodies

The Board of Directors proposes that the General Meeting approves a new Remuneration Policy for the governing bodies. The policy will remain in force for the next four years unless it is amended earlier. The new policy includes clarifications to the company’s decision-making model regarding remuneration matters, as well as specifications concerning the principles for clawback and cancellation of remuneration and the performance metrics used in setting the CEO’s targets.

The new Remuneration Policy is available on the company’s website https://boreo.com/en/investors/corporate_governance/agm_2026.

The resolution of the General Meeting will be advisory.

Establishment of Shareholders’ Nomination Committee

The Board of Directors proposes to the General Meeting that a Shareholders’ Nomination Committee be established. The task of the Nomination Committee would be to prepare and present to the General Meeting proposals concerning the number, election, and remuneration of the members of the Board of Directors, the election and remuneration of the Chair of the Board, as well as the remuneration of the Board’s committees. The Nomination Committee would also be responsible for reviewing the company’s remuneration policy with regard to Board members, assessing the Board’s succession planning, and identifying potential successor candidates for Board membership.

According to the proposal, the Nomination Committee shall consist of four members, of whom the three largest shareholders of the company shall each have the right to appoint one member, and the Chair of the Board of Directors shall serve as the fourth member. The members of the Nomination Committee shall elect a Chair from among themselves, who may not be the Chair of the Board of Directors. The term of office of the members shall expire upon the appointment of the next Nomination Committee.

Each year, the right to appoint members shall belong to the three shareholders whose shares represent the largest number of votes in the company, based on the shareholders’ register maintained by Euroclear Finland Oy, as of the last business day of August preceding the next General Meeting. If a shareholder does not wish to exercise its right to appoint a member, the right shall pass to the next largest shareholder.

In addition, the Board of Directors proposes that the General Meeting confirms the charter of the Shareholders’ Nomination Committee. The proposed charter of the Nomination Committee will be available at the same time as the notice of the meeting is published. It will be available on Boreo Plc’s website at: https://boreo.com/en/investors/corporate_governance/agm_2026.

Election of the auditor and remuneration of the auditor

The Board of Directors proposes to the General Meeting that BDO Oy will be elected as the auditor of the company APA Taneli Mustonen as the auditor with principal responsibility.

The Board of Directors proposes to the General Meeting that the remuneration to the auditor to be elected be paid against the auditor’s reasonable invoice as approved by the company.

Aforementioned proposals are included also in the notice to the Annual General Meeting 2026 by the Board of Directors of Boreo Plc, which is to be published separately.

Vantaa, 19 March 2026

Boreo Plc

Additional information:
Simon Hallqvist, Chair of the Board of Directors
tel +358 40 510 2760

Distribution:
Nasdaq Helsinki Ltd
Financial Supervisory Authority
Principal media
www.boreo.com

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 the 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 a culture of ownership and release of entrepreneurial energy is a core pillar of the company'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 2025 were EUR 153 million and it employs over 300 people in seven countries. The company’s headquarter is in Vantaa.