Company Announcement 19 April 2016 at 4.15 p.m. (CET)
Resolutions of Annual General Meeting of Savo-Solar Ltd.
The Annual General Meeting of Savo-Solar Ltd. was held on 19 April 2016 in Helsinki. A total of 10 shareholders participated in the meeting, representing approximately 4,669,902 shares, i.e. 29.39% of all shares and votes of the company.
Annual accounts 2015
The Annual General Meeting approved the Annual accounts for 2015 and resolved that the net loss of EUR 4,071,769.85 be transferred to retained earnings/loss account and that no dividend be paid.
Remuneration of the members of the Board of Directors
The Annual General Meeting resolved that the members of the Board of Directors 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.
Approximately 40% 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 class A shares based on the authorization granted to the Board of Directors and approximately 60% 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 portion of the remuneration to be paid in shares shall be paid to the members of the Board of Directors in two instalments, the first instalment between the period 1-31 May 2016 and the second instalment within two weeks of the publication of the half-year report for the period 1 January -30 June 2016. 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.
The members of the Board of Directors are further reimbursed for reasonable travel and lodging costs. Travel and lodging costs will not be 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
Members of the Board of Directors
The Annual General Meeting re-elected the current members of the Board of Directors Feodor Aminoff and Sami Tuhkanen and elected Kenth Granljung, Christof Gey and Michael Mattsson as new members to the Board of Directors.
The Annual General Meeting resolved that the auditor’s fees be paid according to the auditor’s reasonable invoice approved by the company. The Annual General Meeting elected PricewaterhouseCoopers Oy, Authorized Public Accountants as the company’s auditor. PricewaterhouseCoopers Oy had informed that the principal auditor will be Mr. Pekka Loikkanen, Authorised Public Accountant. The term of office of the auditor ends at the closing of the Annual General Meeting following the election.
Change of company form into a public company and amendment of the Articles of Association
The Annual General Meeting resolved to change the company form into public company and to amend the paragraphs 1 and 3 of the Articles of Association to read as follows:
1 § Registered name and domicile
The registered name of the company is Savo-Solar Oyj, in Swedish Savo-Solar Abp and in English Savo-Solar Plc. The domicile of the company is Mikkeli.
3 § Shares
The company’s shares belong to the book-entry system.
Authorizing the Board of Directors to decide on issuance of shares, options and other special rights
The Annual General Meeting authorized 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 10,000,000 class A shares, representing approximately 62.9% of the company’s shares.
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, such as using the shares as consideration in eventual acquisitions or other business arrangements, to finance investments or to use shares, options or other special rights entitling to shares as part of the company’s incentive scheme.
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 cancels the authorization granted by the General Meeting on 19 December 2014 to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares. The authorization is valid until 30 June 2018.
Board of Directors
For more information:
Managing Director Jari Varjotie
Phone: +358 400 419 734
Ingrid Östhols, communication
Phone: +46 721 810 867
Mangold Fondkommission AB
Phone: +46 (8) 5030 1550
Savo-Solar in brief
Savo-Solar 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, Savo-Solar helps its customers to produce competitive clean energy. Savo-Solar’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. Savo-Solar 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. Savo-Solar’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.fi.
The company’s Certified Adviser is Mangold Fondkommission AB.