Solar Foods Oyj, company announcement 25 March 2025 at 18:30 EET
Resolutions of Solar Foods Oyj's Annual General Meeting 2025 and organisational meeting of the Board of Directors
The Annual General Meeting of Solar Foods Oyj was held on 25 March 2025 at Clarion Hotel, Karhumäentie 5, 01530 Vantaa. The shareholders had the opportunity to exercise their voting rights also by voting in advance.
All proposals to the Annual General Meeting were accepted. In its organisational meeting held after the Annual General Meeting, the Board of Directors elected the Chair of the Board and Vice-Chair and decided to form a Nomination and Remuneration Committee as well as an Audit Committee.
Financial statements and resolution on the discharge of liability
The Annual General Meeting adopted the financial statements for the financial year ended 31 December 2024 and discharged the members of the company's Board of Directors and the CEO from liability.
Use of loss shown in the balance sheet and dividend
The Annual General Meeting resolved that the loss shown in the company's balance sheet for the financial year ended 31 December 2024 be recorded in the retained earnings/loss and that no dividend be distributed.
Resolution on the remuneration of the members of the Board of Directors
The Annual General Meeting resolved that the remuneration of the Board of Directors be paid as follows:
Remuneration of the Board members
• Chair of the Board: EUR 4,200 per month
• Vice Chair of the Board: EUR 3,150 per month
• Members of the Board: EUR 2,100 per month
In addition, a fee of EUR 750 was resolved to be paid for each meeting (excluding per capsulam -meetings). Of the above monthly remuneration, 50% may be paid in shares of the Company and the remainder in cash. The Company bears the costs of acquiring any shares. A member of the Board of Directors may not transfer the shares so received until their membership of the Board of Directors has ended.
The remuneration for the Chair of the committees of the Board of Directors was resolved to be EUR 750 per meeting and the remuneration for each other member EUR 500 per meeting. Expenses for travel and accommodation of Board members were resolved to be reimbursed according to the company's travel policy.
Option rights to the Chair of the Board
The Annual General Meeting resolved that the Chair of the Board of Directors that was elected after this General Meeting in a Board meeting will be granted up to 20,000 option rights free of charge, which entitle to subscribe for up to 20,000 new or treasury shares of the Company at a subscription price of EUR 7.10 per share. The subscription of shares is possible no earlier than one year after the subscription of the option rights, provided that the Chair has served in their position for the entire term. The full terms and conditions of the option rights are available on the company's website at https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2025.
Number of the members of the Board of Directors and Board composition
The Annual General Meeting resolved that the number of the members of the Board of Directors shall be seven.
The Annual General Meeting confirmed that Juha Lindfors, Jari Tuovinen, Sebastian Jägerhorn and Paula Laine, all current members of the Board of Directors, are re-elected as members of the Board of Directors for a new term that ends at the end of the Annual General Meeting 2026. Jukka Moisio, Petra Teräsaho and Pasi Vainikka were elected as new members of the Board of Directors for a term that ends at the end of the Annual General Meeting 2026.
Auditor
KPMG Oy Ab, authorised public accountant organisation, was re-elected as the auditor of the company. The term of the auditor will run until the end of the next Annual General Meeting. The auditor will be remunerated according to an invoice approved by the company.
Authorizing the Board of Directors to decide on the repurchase of its own shares
The Annual General Meeting authorised the Board of Directors to resolve on the repurchase of a maximum of 2,464,104 shares in the company in one or several tranches using the company's unrestricted shareholders' equity.
The own shares are at the value at the time of acquisition as determined by trading of the Nasdaq First North Growth Market Finland marketplace operated by Nasdaq Helsinki Oy (Helsinki Stock Exchange).The Board of Directors was authorized to resolve all the terms and conditions of the repurchase, including how the shares will be acquired. The authorization does not exclude the right of the Board of Directors to also decide on a directed repurchase of its own shares if there is a weighty financial reason for the company to do so. The authorization is proposed to be used for important transactions for the company, such completing possible M&A transactions, financing investments, implementation of the company's commitment and incentive schemes or for such other purposes as the Board of Directors may decide where there is a weighty financial reason to repurchase its own shares. Own shares repurchased may be held by the Company, annulled or reassigned.
The authorization is valid until the end of the company's next Annual General Meeting, however not later than 30 June 2026. The authorization replaces the authorization to repurchase own shares granted by the Company's Extraordinary General Meeting on 16 August 2024.
Authorizing the Board of Directors to resolve the issuance of shares, option rights and other special right entitling to shares
The Annual General Meeting authorised the Board of Directors to resolve on the issuance of shares, option rights and other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Companies Act, in one or more tranches, either against payment or free of charge, as follows:
The total number of shares to be issued under the authorization may not exceed 7,392,314 shares (including shares issued on the basis of option rights and other special rights), which corresponds to approximately 30 % of the total number of shares in the company as the date of the notice to the General Meeting. The authorization entitles the company's Board of Directors to decide on all the terms and conditions of the share issue, option rights and other special rights entitling to shares. The authorization includes the right to issue new shares or treasury shares held by the company. The Board of Directors may also decide to issue shares free of charge to the company itself. In the issue and transfer of shares, option rights and other special rights entitling to shares, the shareholders' pre-emptive subscription rights (directed issue) may be deviated from if there is a weighty financial reason for the company to do so, or especially weight financial reason when so required by the Companies Act. Shares, option rights and other special rights entitling to shares may be used to improve the Company's capital structure, to carry out possible mergers and acquisitions, investments or other arrangements within the scope of the company's business, as a part of the company's commitment and incentive scheme or for other purposes decided by the Board of Directors or the company.
The authorization is valid until the end of the company's next Annual General Meeting however not later than 30 June 2026. The authorization replaces the authorization granted by the Extraordinary General Meeting on 16 August 2024.
Organisational meeting of the Board of Directors
In its organisational meeting held after the Annual General Meeting, the Board of Directors elected Jukka Moisio as Chair of the Board and Jari Tuovinen as Vice-Chair.
Petra Teräsaho (Chair), Jari Tuovinen and Paula Laine were elected members of the Audit Committee.
Sebastian Jägerhorn (Chair), Jukka Moisio, Pasi Vainikka and Juha Lindfors were elected members of the Nomination and Remuneration Committee of the Board of Directors.
All nominees except Juha Lindfors, Sebastian Jägerhorn and Pasi Vainikka are independent of the Company and its significant shareholders. Juha Lindfors is not considered to be independent of the Company's major shareholders as he is employed by and controls Lifeline Ventures Fund III Ky, which holds more than 10% of the Company's shares. Sebastian Jägerhorn is not considered to be independent of the Company's major shareholders as he is employed by the Company's largest shareholder, Oy Karl Fazer Ab, which holds more than 10% of the Company's shares. Pasi Vainikka is not considered to be independent of the Company or its major shareholders, as he will continue to be employed by the Company until the end of 2025 and is also a major shareholder of the Company with a holding of nearly 10%.
Minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available at the latest on 8 April 2025 on the site https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2025
Solar Foods Oyj
Further Information
CEO Pasi Vainikka. pasi.vainikka@solarfoods.com, tel: +358 10 579 3286
Certified Advisor
Carnegie Investment Bank AB (publ)
About Solar Foods
Solar Foods produces Solein®, a protein created using carbon dioxide and electricity. This innovative production method is independent of weather and climate conditions, eliminating the need for traditional agriculture. Founded in Finland in 2017, Solar Foods is listed on the Nasdaq First North Growth Market Finland. Learn more at www.solarfoods.com and investors.solarfoods.com.
