Resolutions of Savosolar Plc's Extraordinary General Meeting
Company Announcement 25 November 2022 at 11.00 a.m. (CET)
Resolutions of Savosolar Plc's Extraordinary General Meeting
The Extraordinary General Meeting of Savosolar Plc (“Savosolar” or the “Company”) was held on 25 November 2022 in Helsinki. A total of 16 shareholders as well as 14,338,988 shares and votes were represented in the meeting.
The Extraordinary General Meeting resolved on the following issues:
Resolutions required for acquisition of all the shares in Meriaura Ltd
Savosolar plans to acquire all the shares in Meriaura Ltd through a share exchange where shares of the Company are used as consideration (the “Share Exchange”). Further information on the Share Exchange is available in the company releases published by the Company on 29 August 2022 and on 3 November 2022 as well as in the Company Description published on 18 November 2022.
In accordance with the proposal of the Board of Directors, the General Meeting made the following resolutions in relation to the Share Exchange:
a) Authorizing the Board of Directors to decide on a directed share issue to Meriaura Ltd’s sole shareholder VG-Shipping Ltd
The General Meeting resolved in accordance with the proposal of the Board of Directors to authorize the Board of Directors to decide on a directed share issue of Company’s new shares against consideration in deviation from the shareholders’ pre-emptive subscription right in accordance with the Limited Liability Companies Act. The directed share issue relates to the share exchange where the Company acquires all the shares in Meriaura Ltd. Meriaura Ltd in turn owns all the shares in Biolaite Ltd (name change to VG-EcoFuel Ltd pending). Therefore, there is a weighty financial reason for the Company to deviate from the shareholders’ pre-emptive subscription right in accordance with the Limited Liability Companies Act.
The shares are offered for subscription to VG-Shipping Ltd. in accordance with the share exchange agreement between the Company and Meriaura Ltd’s sole shareholder VG-Shipping Ltd. The subscription price is paid by means of contribution in kind, which comprises all the shares in Meriaura Ltd.
Based on the authorization, the Board of Directors may issue in the directed share issue a maximum of 547,906,581 new shares of the Company to VG-Shipping Ltd. The new shares to be issued represent approximately 70.0 per cent of the Company’s all shares after execution of the Share Exchange.
The Board of Directors is authorized to resolve on final execution of the share issue as well as within the limits of the Limited Liability Companies Act on all other matters and conditions relating to issuance of shares as well as rights relating to shares.
The authorization is in force until 31 December 2022. The authorization does not cancel previous authorizations to resolve on the issuance of shares or the issuance of options and other special rights entitling to shares.
b) Authorizing the Board of Directors to decide on issuance of shares, options and other special rights
The General Meeting resolved in accordance with the proposal of the Board of Directors to authorize the Board of Directors to decide, in one or more transactions, on the issuance of shares and the issuance of options and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Limited Liability Companies Act as follows:
The number of shares to be issued based on the authorization may in total amount to a maximum of 295,000,000 shares, including the directed share issue of maximum of 17,857,142 new shares to be directed to VG-Shipping Ltd or parties nominated by it in relation to the subscription guarantee given by VG-Shipping Ltd for the company’s warrants 2-2021 (TO9).
The Board of Directors decides on all the terms and conditions of the issuances of shares and of options and other special rights entitling to shares. The issuance of shares and of options and other special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue), if there is a weighty financial reason for the Company.
Shares may be conveyed either against payment or free of charge in the company’s share issues. A directed share issue may be a share issue without payment only if there is an especially weighty reason for the same both for the company and in regard to the interests of all shareholders in the Company.
The authorization is valid until 30 June 2024, and it replaces the authorization granted by the Extraordinary General Meeting on 1 October 2021.
c) Execution of the Share Exchange
The General Meeting resolved in accordance with the proposal of the Board of Directors that the Share Exchange is accepted by the resolution of this General Meeting and the Board of Directors is authorized to take other necessary measures required for execution of the Share Exchange and to confirm execution after the necessary conditions precedent (inter alia approval of Nasdaq Stockholm AB) have been fulfilled.
Amendment to the Articles of Association
The General Meeting resolved in accordance with the proposal of the Board of Directors that Section 2 of the Articles of Association (Line of business) is amended to read as follows:
2 § Line of business
The company's line of business is to conduct business related to maritime logistics as well as solar and other renewable energy. The company may have investment activities. The company can operate directly or through its subsidiaries or associated companies.
The General Meeting resolved in accordance with the proposal of the Board of Directors that the amendment to the line of business be notified to be registered after the Company's Board of Directors has confirmed that the conditions for the execution of the Share Exchange have been met.
Remuneration of the Board Members
The General Meeting resolved in accordance with the proposal of the Board of Directors that the Board remuneration decided by the Annual General Meeting on 26 April 2022 remain unchanged, however, in such a way that the Board members leaving the Board have the right to 7/12 of the Board remuneration decided and the newly elected Board members to 5/12 of the Board remuneration decided. Accordingly, the current Chair of the Board is entitled to 7/12 of the decided remuneration of the Chair of the Board and 5/12 of the remuneration of the other Board members, and the newly elected Chair of the Board is entitled to 5/12 of the remuneration of the Chair of the Board.
The number of Board members and electing members
The General Meeting resolved in accordance with the proposal of the Board of Directors that six (6) members are elected to the Board and that the composition of the Board be changed so that the Company's Board members Eero Auranne, Ari Virtanen and Eljas Repo continue as Board members and Kirsi Suopelto, Jussi Mälkiä and Ville Jussila are elected as new Board members.
Further, the General Meeting resolved in accordance with the proposal of the Board of Directors that the term of office of Kirsi Suopelto, Jussi Mälkiä and Ville Jussila begins and the election is notified to be registered after the Company's Board of Directors has confirmed that the conditions for the execution of the Share Exchange have been met. The end of the term of office of the current members of the Board of Directors, Feodor Aminoff and Mikael Lemström, as ordinary members of the Board of Directors, is conditional to the execution of the Share Exchange and that their term of office ends and the end is notified for registration after the Company's Board of Directors has confirmed that the conditions for the execution of the Share Exchange have been met.
It was noted that the abovementioned Board members have informed the Company that they intend to elect Kirsi Suopelto as Chair of the Board and Eero Auranne as Vice Chair of the Board.
For more information:
Managing Director Jari Varjotie
Phone: +358 400 419 734
Savosolar with its highly efficient collectors and large-scale solar thermal systems has taken solar thermal technology to the next level. The company’s collectors are equipped with the patented nano-coated direct flow absorbers, and with this leading technology, Savosolar helps its customers to produce competitive clean energy. Savosolar’s vision is to be the first-choice supplier to high performance solar installations on a global scale. Focus is on large-scale applications like district heating, industrial process heating and real estate systems – market segments with a big potential for rapid growth. The company primarily delivers complete systems from design to installation, using the best local partners. Savosolar is known as the most innovative company in the business and aims to stay as such. The company has sold and delivered its products to almost 20 countries on four continents. Savosolar’s shares are listed on Nasdaq First North Growth Market Sweden with the ticker SAVOS and on Nasdaq First North Growth Market Finland with the ticker SAVOH. www.savosolar.com.
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