Resolutions of Savosolar Plc's Annual General Meeting and the Board of Directors
Company Announcement 12 May 2023 at 12.15 p.m. (CEST)
Resolutions of Savosolar Plc's Annual General Meeting and the Board of Directors
The Annual General Meeting of Savosolar Plc was held on 12 May 2023 in Helsinki. A total of 24 shareholders participated in the meeting, representing 575,163,252 shares, i.e. approximately 71.89 per cent of all shares and votes of the company.
Annual accounts for 2022
The General Meeting adopted the annual accounts for the financial period 2022 and resolved not to pay any dividend and that the loss of the financial period EUR -4,998,487.33, shall be transferred to retained earnings/loss account.
Resolution on the discharge from liability of the members of the Board of Directors and the CEO
The General Meeting resolved to grant discharge from liability for the members of the Board of Directors and the CEO for the period 1 January 2022 – 31 December 2022 as well as for the preparation of the annual accounts.
Resolution on remuneration of the members of the Board of Directors
The General Meeting resolved that the members of the Board of Directors to be paid the following remuneration for the term that begins at the end of the Annual General Meeting and ends at the end of the next Annual General Meeting: EUR 21,600 for the Chairman of the Board and EUR 10,800 for each of the other members of the Board. Ms. Kati Ihamäki, whose membership in the Board of Directors begins on 1 November 2023, is entitled to 1/2 of the resolved Board remuneration.
Approximately 40 per cent of the remuneration to be paid to the members of the Board of Directors will be paid by giving to the Board members company's new shares based on the Board of Directors’ share issue authorization and approximately 60 per cent in cash. Cash portion of the remuneration is proposed to be paid in 12 monthly instalments to the extent it exceeds the amount of tax withholding from the remuneration. The number of remuneration shares will be determined on the basis of the value of the company's share in First North Growth Market Finland as follows: the volume weighted average price of the Savosolar Plc’s share within two (2) weeks following the publication of the half-year report for the period 1 January - 30 June 2023 will be used as the value of share.
Alternatively, if so resolved by the Board of Directors, the remuneration shares can be purchased in the name of and on behalf of the Board members. In such case the company will pay any costs and transfer tax related to the purchase of the company shares.
If the shares cannot be given due to insider regulations during the before mentioned time periods, the shares shall be given outright once it is possible in accordance with the insider regulations in force at that time. Members of the Board of Directors are not allowed to transfer the shares obtained as remuneration before their membership in the Board has ended.
In addition, it was resolved that the members of the Board of Directors are reimbursed for reasonable travel and lodging costs. Travel and lodging costs are not compensated to those members of the Board of Directors who reside in the greater Helsinki area when the meetings are held in the greater Helsinki area.
Election of members of the Board of Directors
The General Meeting re-elected Mr. Jussi Mälkiä and Mr. Ville Jussila and elected Mr. Jari Varjotie, Mr. Feodor Aminoff, Ms. Kati Ihamäki and Mr. Timi Hyppänen as new members of the Board of Directors.
The General Meeting resolved that the auditor’s fees will be paid according to the auditor’s reasonable invoice approved by the company. Auditing firm KPMG Oy Ab was elected as the company's auditor. KPMG Oy Ab has informed that the principal auditor will be Mr. Henry Maarala, Authorised Public Accountant.
Amendment of the Articles of Association
The General Meeting resolved that the following changes be made to the company's Articles of Association:
Section 1 of the Articles of Association (Business name and domicile) was amended to read as follows:
The company's business name is Meriaura Group Oyj, Meriaura Group Abp in Swedish and Meriaura Group Plc in English. The company’s domicile is Turku.
Section 6 of the Articles of Association (Auditors) was amended to read as follows:
§ 6 Auditors
The company must have an auditor who is an audit firm approved by the Finnish Patent and Registration Office. The auditor's term of office ends at the end of the first annual general meeting following the election.
Transfer of Savosolar Plc's business to a subsidiary
The General Meeting resolved to authorize the Board of Directors to decide on a possible business transfer, in which the company's current solar heating business would be transferred in whole or in part to the company's wholly owned subsidiary Meriaura Energy Oy. The Board of Directors was authorized to decide on all terms of a possible business transfer.
Organizing meeting of the Board of Directors
The Board of Directors elected in the Annual General Meeting held its organizing meeting after the Annual General Meeting and elected amongst its members Mr. Jussi Mälkiä as the Chairman of the Board and Mr. Feodor Aminoff as Vice Chairman of the Board.
For more information:
Managing Director Kirsi Suopelto
Phone +358 50 560 2349
Savosolar in brief
Savosolar has two business areas: Marine Logistics and Renewable Energy.
Marine Logistics (Meriaura Oy) is a major provider of transport for bulk cargo and demanding project deliveries in Northern Europe, especially in the Baltic Sea and North Sea regions. The company provides its customers with competitive and environmentally sustainable marine transport services, which also reduce carbon emissions from marine transport. Its long-term affreightment agreements, modern fleet and strong market position in renewable energy construction projects enable freight that supports environmentally friendly solutions. As part of Marine Logistics, VG-EcoFuel Oy produces recycled biofuels from bio-oils and recycled oils generated as industrial by-products.
The Renewable Energy business (Savosolar Plc) designs and delivers clean energy production systems as comprehensive deliveries. The systems are built around large-scale solar thermal systems implemented using high-performance solar heat collectors manufactured by the company. Other energy production and storage technologies can also be combined with the systems. The company has taken solar thermal technology to a new level, and its collectors have patented nano-coated direct flow absorbers. With this leading technology, Savosolar enables its customers to produce clean and competitive energy.
Savosolar’s shares are listed on Nasdaq First North Growth Market Sweden under the ticker symbol SAVOS and on Nasdaq First North Growth Market Finland under the ticker symbol SAVOH. www.savosolar.com
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