Invest in a clean future

Authorizations

Authorizing the Board of Directors to decide on a directed share issue to Meriaura Ltd’s sole shareholder VG-Shipping Ltd

The Extraordinary General Meeting 25 November 2022 resolved 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.

Authorizing the Board of Directors to decide on issuance of shares, options and other special rights

The Extraordinary General Meeting 25 November 2022 resolved 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.