Company Announcement 19 December 2018 at 9.00 a.m. (CET)
Notice to the Extraordinary General Meeting of Savosolar Plc.
Notice is given to the shareholders of Savosolar Plc. to the Extraordinary General Meeting to be held on Tuesday, 22 January 2019 at 16:00 (EET) at meeting room “Edison” at the address Itämerenkatu 11-13, 00180 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 15:30 (EET).
A. Matters on the agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to 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. Authorizing the Board of Directors to decide on issuances of shares, options and other special rights entitling to shares
The Board of Directors proposes that the General Meeting authorizes 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 Companies Act as follows:
The number of shares to be issued based on the authorization may in total amount to a maximum of 2,000,000,000 shares, representing approximately 572.68 per cent of the company’s shares on the date of this notice.
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 replaces the authorization granted by the Extraordinary General Meeting on 12 June 2018 to the Board of Directors to resolve 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 Companies Act. The authorization shall be valid until 22 January 2024.
7. Closing of the meeting
B. Documents of the General Meeting
The proposal relating to the agenda of the General Meeting, the documents referred to in Chapter 5, section 21, paragraph 2 of the Finnish Companies Act as well as this notice are available on Savosolar Plc.’s website at www.savosolar.com. The documents mentioned above are also available at the meeting. Minutes of the General Meeting are available on the above-mentioned website as from 5 February 2019 at the latest.
C. Instructions for the participants
1. Shareholder registered in the shareholders’ register
Each shareholder who is registered on Thursday, 10 January 2019 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her/its personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than 17 January 2019 at 4.00 p.m., by which time the registration shall be received. The registration may take place:
at Savosolar Plc.’s website at www.savosolar.com;
by e-mail to address email@example.com;
by phone to number +358 10 271 0810 (Mon-Fri at 10 a.m. to 4 p.m.) or
by mail to Savosolar Plc., General Meeting, Insinöörinkatu 7, 50150 Mikkeli, Finland.
In connection with the registration a shareholder shall notify his/her/its name, personal identification number, address, phone number, email address and the name and the personal identification number of a possible assistant or proxy representative. The personal data given to Savosolar Plc. is used only in connection with the General Meeting and the processing of related necessary registrations and for shareholder communication. Shareholder, his/her/its representative or proxy representative shall, when necessary, be able to prove his/her/its identity and/or right of representation.
2. Nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of shares based on which he/she/it on the record date of the meeting, i.e. on 10 January 2019, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder has on the basis of such shares been registered into the temporary shareholders’ register of the company held by Euroclear Finland Ltd. at the latest on 17 January 2019 by 10.00 a.m. (EET). As regards nominee- registered shares this constitutes a due registration for the General Meeting.
A holder of nominee-registered shares is advised without delay to request necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the General Meeting from his/her/its custodian bank. The account management organization of the custodian bank has to register a holder of nominee-registered shares, who wants to participate in the General Meeting, into the temporary shareholders’ register of the company at the latest on the date and time mentioned above.
3. Shares registered at Euroclear Sweden AB
Shareholder whose shares are registered in the securities system of Euroclear Sweden AB and who wants to participate in the General Meeting and use his/her/its voting right, shall be registered at the shareholder’s register held by Euroclear Sweden AB on 10 January 2019 at the latest.
In order to be entitled to request for temporary registration in the shareholder’s register of Savosolar Plc. held by Euroclear Finland Ltd., a shareholder of nominee-registered shares shall request that his/her/its shares are temporarily registered under his/her/its own name in the shareholder’s register held by Euroclear Sweden AB and to ensure that the custodian bank will send the above-mentioned request for temporary registration to Euroclear Sweden AB. The registration shall be made on 10 January 2019 at the latest, and therefore a shareholder shall give the request to his/her/its custodian bank in good time prior to the above date.
Shareholder, whose shares are registered in the securities system of Euroclear Sweden AB and who intends to participate in the General Meeting and use his/her/its voting right, shall request for a temporary registration of his/her shares to the shareholder’s register of Savosolar Plc. held by Euroclear Finland Oy. The request to Savosolar Plc. shall be made in written at the latest on 11 January 2019 at 10.00 a.m. Swedish time (CET). The temporary registration through Savosolar Plc. constitutes a due registration to the General Meeting.
4. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her/its rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise provide reliable evidence of the right to represent the shareholder. The authorization applies to one meeting, unless otherwise stated. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered to in originals to Savosolar Plc., General Meeting, Insinöörinkatu 7, 50150 Mikkeli, Finland before the end of the registration period.
5. Other instructions and information
Pursuant to Chapter 5 Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be handled at the meeting.
The language of the meeting is Finnish.
On the date of the notice to the General Meeting, 19 December 2018, the total number of shares in Savosolar Plc. is 349,234,464. Each share carries one vote at General Meeting.
In Helsinki, 19 December 2018
Board of Directors
For more information:
Managing Director Jari Varjotie
Phone: +358 400 419 734
Savosolar in brief
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 17 countries on four continents. Savosolar’s shares are listed on Nasdaq First North Sweden with the ticker SAVOS and on Nasdaq First North Finland with the ticker SAVOH. www.savosolar.com.
The Company’s Certified Adviser is Augment Partners, tel. +46 8 505 65 172.