Canatu Plc Company release 16 April 2025 at 9:30 am EEST

Notice to the Annual General Meeting of Canatu Plc

Shareholders of Canatu Plc are invited to the Annual General Meeting (AGM) to be held on 15 May 2025, starting at 3:00 p.m. EEST at Event Studio Eliel at the address Töölönlahdenkatu 2, FI-00100 Helsinki, Finland. The reception of participants who have registered for the meeting and the distribution of voting slips will commence at 2:30 p.m. EEST at the meeting venue.

Shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting are presented in part C.4 of this AGM notice.

The AGM can be followed through a webcast. Registration in advance is required for following the webcast. Further instructions for following the webcast are presented in part C.5 of this AGM notice. It is not possible to request information, make counterproposals, otherwise use the right to speak or vote through the webcast, nor is following the meeting through the webcast considered participation in the AGM or exercise of shareholder rights.

A. MATTERS TO BE CONSIDERED AT THE AGM

The following matters will be considered at the AGM:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and 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, also including the Consolidated Financial Statements, the Report by the Board of Directors and the Auditor’s Report for the year 2024

Review by the CEO.

Canatu Plc’s Annual Report 2024, which includes the Financial Statements, the Report by the Board of Directors and the Auditor’s Report, will be available on the company’s website at the address https://canatu.com/investors/governance/general-meeting/annual-general-meeting-2025/.

7. Adoption of the Financial Statements, which also includes the adoption of the Consolidated Financial Statements

8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend

The Board of Directors proposes to the AGM that no dividend be distributed for the financial period ended on 31 December 2024 and that the result for the financial period be recorded in the retained earnings account.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January – 31 December 2024

10. Resolution on the remuneration of the members of the Board of Directors

The Nomination Board proposes that the members of the Board of Directors be paid annual remuneration as follows:

● EUR 80,000 for the Chair of the Board; and

● EUR 60,000 for each ordinary member of the Board.

The annual remuneration will be paid to the Board members in proportion to the length of their term, so that for each month commencing until the next Annual General Meeting, an amount equal to the annual remuneration divided by twelve (12) shall accrue.

Further, the Nomination Board proposes that the travel expenses and other costs of the members of the Board of Directors directly related to board work are paid in accordance with the company’s policy in force from time to time and that each member of the Board of Directors is paid a separate travel fee of EUR 1,000 in addition to travel expenses for meetings held outside their country of residence.

11. Resolution on the number of members of the Board of Directors

The Nomination Board proposes that the number of members of the Board of Directors shall be eight.

12. Election of the members of the Board of Directors

In accordance with the company’s Articles of Association, Lifeline SPAC I’s sponsors have the right to appoint two Board members and the General Meeting therefore appoints the other six Board members. The company has received a notice from the sponsors, pursuant to which Timo Ahopelto and Tuomo Vähäpassi will continue as the sponsor representatives in the company’s Board of Directors.

The Nomination Board proposes that of the current Board members Ari Ahola, Thomas P. Lantzsch, Scott Sears and Kai Seikku are re-elected as members of the Board until the end of the next Annual General Meeting.

The Nomination Board further proposes that Dino Nardicchio and Bernhard Stockmeyer are elected as new members of the Board of Directors until the end of the next Annual General Meeting. A brief presentation of the proposed new members is available on the company’s website at the address https://canatu.com/investors/governance/general-meeting/annual-general-meeting-2025/.

Of the Board nominees, Timo Ahopelto, Thomas P. Lantzsch, Scott Sears, Kai Seikku, Dino Nardicchio and Bernhard Stockmeyer are independent of the company and its major shareholders. Tuomo Vähäpassi is independent of the major shareholders of the company but not of the company. Ari Ahola is not independent of the company nor its major shareholders.

The Board nominees have given their consent to the election.

With regard to the selection procedure for the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the Annual General Meeting.

13. Resolution on the remuneration of the auditor

The Board of Directors proposes to the AGM that the auditor’s remuneration be paid in accordance with a reasonable invoice approved by the company.

14. Election of the auditor

The Board of Directors proposes to the AGM that Authorized Public Accounting firm KPMG Oy Ab be re-elected as the company’s auditor until the closing of the next AGM. KPMG Oy Ab has informed that, should it be elected as the company’s auditor, Authorized Public Accountant Jussi Paski will act as the principal auditor.

15. Authorizing the Board of Directors to resolve on the repurchase of the company’s own shares

The Board of Directors proposes to the AGM that the Board of Directors be authorized to resolve on the repurchase of a maximum of 2,225,428 series A shares in one or several installments.

The price paid for the shares must be based on the price of the company’s share on the multilateral trading facility such that the minimum price of any repurchased shares is the lowest market price of the share quoted on the multilateral trading facility during the term of validity of the authorization and the maximum price, correspondingly, the highest market price quoted on the multilateral trading facility during the term of validity of the authorization. The authorization can be used to develop the company’s capital structure, finance or execute corporate acquisitions or other arrangements, implement incentive schemes for the management or key employees, or shares may be repurchased based on it to be otherwise transferred, cancelled or held by the company. The Board of Directors is authorized to decide on all other matters relating to the repurchase of the company’s own shares, including the right to decide on repurchase otherwise than in proportion to the shares held by the shareholders.

The authorization is proposed to remain valid until the closing of the next AGM, however no longer than until 30 June 2026.

16. Authorizing the Board of Directors to resolve on the issuance of shares and special rights entitling to shares

The Board of Directors proposes to the AGM that the Board of Directors be authorized to resolve to issue in total a maximum of 2,225,428 series A shares through issuance of series A shares or special rights entitling to series A shares under Chapter 10, Section 1 of the Finnish Companies Act in one or several installments, against or without payment. Based on the authorization, either new shares or treasury shares held by the company may be issued.

The authorization can be used to develop the company’s capital structure, widen the ownership base, finance or execute corporate acquisitions or other arrangements, implement incentive schemes for the management or key employees or for other purposes resolved by the Board of Directors. The Board of Directors is authorized to decide on all other matters relating to the issuance of shares and special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive rights.

The authorization is proposed to remain valid until the closing of the next AGM, however no longer than until 30 June 2026.

17. Closing of the meeting

B. AGM DOCUMENTS

This notice, which contains all proposed resolutions on the agenda of the AGM, is available on the company’s website at the address https://canatu.com/investors/governance/general-meeting/annual-general-meeting-2025/. Canatu Plc’s Annual Report 2024, which includes the Financial Statements, the Report by the Board of Directors and the Auditor’s Report, is also available on the company’s aforementioned website. The proposed resolutions and other aforementioned documents will also be available at the AGM.

The AGM minutes will be available on the aforementioned website as of 29 May 2025.

C. INSTRUCTIONS FOR MEETING PARTICIPANTS

1. Shareholders registered in the shareholder register

A shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the AGM record date, 5 May 2025, is entitled to participate in the AGM. A shareholder whose shares in the company are registered on their personal Finnish book-entry account is registered in the company's shareholder register. Changes in the shareholding after the AGM record date do not affect the right to participate in the AGM or the number of votes of the shareholder.

Registration for the AGM commences on 17 April 2025 at 9:00 a.m. EEST. A shareholder who is registered in the company’s shareholder register and wishes to participate in the AGM must register no later than on 8 May 2025 at 4:00 p.m. EEST, by when the registration must have been received. Notice of participation for the AGM can be given:

a) through the company’s website at the address https://canatu.com/investors/governance/general-meeting/annual-general-meeting-2025/. In the electronic registration, strong identification of the shareholder or their legal representative or proxy representative with Finnish, Swedish or Danish bank ID or a mobile certificate is required;

b) by delivering the registration form available on the company’s website or corresponding information by email to the address agm@innovatics.fi or by post to the address Innovatics Ltd, General Meeting / Canatu Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland;

c) by phone to the number +358 10 2818 909 on weekdays between 9:00 a.m. and 12:00 noon and between 1:00 p.m. and 4:00 p.m. EEST. Advance voting is not possible when registering by phone.

In connection with the registration, requested information, such as the shareholder’s name, date of birth or business ID, address, phone number and/or email address as well as a possible assistant or proxy representative’s name and the proxy representative’s date of birth and phone number and/or email address must be provided. Personal data provided by shareholders to the company will only be used in connection with the AGM and processing the necessary registrations relating thereto.

The shareholder, their legal representative or proxy representative must when required be able to prove their identity and/or representation right at the AGM venue.

More information on the registration and advance voting is available by phone during the registration period from Innovatics Ltd’s phone number +358 10 2818 909 on weekdays between 9:00 a.m. and 12:00 noon and between 1:00 p.m. and 4:00 p.m. EEST.

2. Holders of nominee-registered shares

A holder of nominee-registered shares is entitled to participate in the AGM based on the shares that would entitle them to be registered in the shareholder register maintained by Euroclear Finland Ltd on the AGM record date, 5 May 2025. In addition, participation requires that the shareholder is based on such shares temporarily registered in the shareholder register maintained by Euroclear Finland Ltd no later than on 12 May 2025 at 10:00 a.m. EEST. For nominee-registered shares, this is considered registration for the AGM. Changes in the shareholding after the AGM record date do not affect the right to participate in the AGM or the number of votes of the shareholder.

A holder of nominee-registered shares is advised to request in good time the necessary instructions from their custodian bank regarding temporary registration in the shareholder register, issuance of proxy documents and voting instructions as well as registration and attendance at the AGM and advance voting. The account manager of the custodian bank must request the holder of nominee-registered shares participating in the AGM to be temporarily registered in the company’s shareholder register no later than by the aforementioned date and time and, if necessary, take care of advance voting on behalf of the nominee-registered shareholder before the end of the registration period for nominee-registered shareholders.

3. Use of a proxy representative and proxy documents

A shareholder may participate in the AGM and exercise their rights at the meeting through a proxy representative. A shareholder's proxy representative may also, if they wish, vote in advance as described in this notice. The proxy representative must verify their identity in the electronic registration and advance voting service personally using strong identification, after which they will be able to register and, if necessary, vote in advance on behalf of the shareholder they represent. The shareholder’s proxy representative must present a dated proxy document or otherwise in a reliable manner prove that they are entitled to represent the shareholder at the AGM.

A template proxy document is available on the company’s website at the address https://canatu.com/investors/governance/general-meeting/annual-general-meeting-2025/. Should a shareholder participate in the AGM through several proxy representatives representing the shareholder with shares held on different securities accounts, the shares based on which each proxy representative represents the shareholder must be specified in connection with the registration.

Possible proxy documents are requested to be delivered primarily as an attachment in connection with the electronic registration or alternatively by email to the address agm@innovatics.fi or by post to the address Innovatics Ltd, General Meeting / Canatu Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland before the end of the registration period. In addition to delivering the proxy documents, the shareholder or their proxy representative must take care of registration for the AGM as described above in this notice.

As an alternative to using a traditional proxy document, shareholders can use the electronic Suomi.fi e-Authorization service to authorize their proxy representative. The proxy representative is appointed in the Suomi.fi service at the address https://www.suomi.fi/e-authorizations (mandate item “Representation at the Annual General Meeting”). In the AGM service, the proxy representative must in connection with the registration verify their identity using strong electronic identification, after which the electronic authorization is checked automatically. Strong electronic identification works with a bank ID or a mobile certificate. Further information on electronic authorization is available at the address https://www.suomi.fi/e-authorizations.

More information on the registration and advance voting is available by phone during the registration period from Innovatics Ltd’s phone number +358 10 2818 909 on weekdays between 9:00 a.m. and 12:00 noon and between 1:00 p.m. and 4:00 p.m. EEST.

4. Advance voting

A shareholder whose shares in the company are registered on their personal Finnish book-entry account may vote in advance between 17 April 2025 at 9:00 a.m. EEST and 8 May 2025 at 4:00 p.m. EEST:

a) through the company’s website at the address https://canatu.com/investors/governance/general-meeting/annual-general-meeting-2025/. In the electronic registration, strong identification of the shareholder or their legal representative or proxy representative with Finnish, Swedish or Danish bank ID or a mobile certificate is required;

b) by delivering the advance voting form available on the company’s website or corresponding information by email to the address agm@innovatics.fi or by post to the address Innovatics Ltd, General Meeting / Canatu Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

Advance votes must be received by the end of the advance voting period. The delivery of advance votes by email or post before the end of the registration and advance voting period is considered registration for the AGM, provided that it contains the aforementioned information required for registration.

A shareholder who has voted in advance cannot exercise the right, pursuant to the Finnish Companies Act, to request more detailed information, demand a vote or vote on a possible counterproposal, unless they participate in the AGM at the meeting venue themselves or by proxy.

With respect to nominee registered shareholders, advance voting takes place through the account manager. The account manager can vote in advance on behalf of the nominee-registered shareholders whom they represent in accordance with the voting instructions given by them during the registration period set for the nominee-registered shares.

A resolution proposal subject to advance voting is deemed to have been presented to the AGM unchanged.

5. Following the AGM remotely

A shareholder who is entitled to participate in the AGM may also follow the meeting remotely. To follow the webcast, a shareholder must have registered for the AGM in accordance with the instructions presented in part C.1 of this AGM notice.

The remote connection to the AGM will be provided through Inderes Plc’s virtual general meeting service on the Videosync platform, which includes a video and audio connection to the AGM. Use of the remote connection does not require any paid software or downloads. In addition to an internet connection, remote following requires a computer, smartphone or tablet with speakers or headphones for sound. One of the following browsers is recommended for remote following: Chrome, Firefox, Edge, Safari, or Opera.

The link and password for remote following will be sent no later than the day before the AGM by e-mail and/or SMS to the e-mail address and/or phone number provided in connection with registration to all those who have registered for the AGM. It is recommended to log in to the meeting system well in advance before the start of the meeting.

More detailed information on the general meeting service, additional instructions for proxy representatives representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions are available at the address https://vagm.fi/support. A link to test the compatibility of a computer, smartphone or tablet with the virtual general meeting service is available at the address https://demo.videosync.fi/agm-compatibility?language=en. It is recommended to read the more detailed instructions before the start of the meeting.

6. Other instructions/information

Shareholders present at the AGM have the right to request information about the matters considered at the meeting in accordance with Chapter 5, Section 25 of the Finnish Companies Act.

The meeting will be conducted primarily in Finnish, but some presentations, such as the review by the CEO, will be held in English. Shareholders may exercise their right to speak and ask questions at the meeting in English and Finnish, and there will be AI-based simultaneous interpretation from English to Finnish. Listening to the interpretation requires a smartphone or tablet with an internet connection and headphones for sound.

On the date of the AGM notice, 16 April 2025, Canatu Plc holds a total of 33,680,335 series A shares and 1,050,000 series B shares representing as many votes. The company does not hold any own shares.

In Helsinki, 16 April 2025

Canatu Plc

Board of Directors

Additional information

CEO Juha Kokkonen, tel. +358 405 430 367

Chair of the Board of Directors Timo Ahopelto, timo@lifelineventures.com

Certified adviser

Carnegie Investment Bank AB (publ), tel. +46 (0)73 856 42 65

About Canatu

Canatu (CANATU, Nasdaq First North, Finland) is a fast-growing deep technology company creating advanced carbon nanotubes (Canatu CNTs), related products, and manufacturing equipment for the semiconductor, automotive, and medical diagnostics industries. Canatu partners with forerunner companies, together transforming products for better tomorrows with nano carbon.

Canatu's versatile platform technology has broad potential applications. Its current core includes CNT membranes for extreme ultraviolet (EUV) processes in the semiconductor industry, enabling the manufacturing of the most advanced chips, as well as film heaters for advanced driver-assistance systems (ADAS) in the automotive industry. Additionally, electrochemical sensors for medical diagnostics are in the development phase. Canatu’s patented CNT reactors and Dry Deposition^TM method yield clean and pristine CNTs. The company operates through two business models: selling CNT products directly, as well as selling CNT reactors and licensing the related technology so that customers can produce CNT products under a limited license.

Headquartered in Finland, Canatu also operates in the US, Japan, and Taiwan. Founded in 2004 as a spin-off from Aalto University’s Nanomaterials Group, Canatu currently has around 140 employees representing over 35 nationalities, with 20 percent holding or pursuing doctorates. Discover more at www.canatu.com and follow us on LinkedIn.