Solar Foods Oyj, company announcement 5 September 2025 at 9:40 EEST
Solar Foods Oyj: Solar Foods decided on a Directed Share Issue without Consideration Related to Board Remuneration
The Board of Directors of Solar Foods Plc (the "Company") has decided to arrange a directed share issue without consideration to certain members of the Company's Board of Directors as part of the payment of Board members' remuneration, in accordance with the resolutions of the Annual General Meeting held on 25 March 2025.
The Annual General Meeting resolved that the remuneration of the Board of Directors be paid as follows:
• 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.
Of the above monthly remuneration, 50% may be paid in shares of the Company and the remainder in cash. In addition, a fee of EUR 750 was resolved to be paid for each meeting (excluding per capsulam meetings). Expenses for travel and accommodation of Board members were resolved to be reimbursed according to the company's travel policy. In addition, The Annual General Meeting resolved on the option plan for the Company's Chair of the Board of Directors and remunerations of the members of the Board committees. The Company's Annual General Meeting also resolved to authorize the Board of Directors to issue up to 7,392,314 shares against consideration or without consideration. The authorization entitles the Board to decide on all terms and conditions of the share issue and includes the right to issue new shares or treasury shares held by the Company, as well as to decide on a directed share issue deviating from the shareholders' pre-emptive subscription rights.
The Company's Board of Directors has decided that Board members may choose whether to receive their remuneration entirely as a cash payment to their bank account or half in Company shares and half in cash. The following Board members have indicated that they will receive their remuneration half in shares and half in cash: Sebastian Jägerhorn, Jukka Moisio, and Petra Teräsaho. The following Board members have indicated that they will receive their remuneration entirely in cash: Jari Tuovinen, Paula Laine, and Pasi Vainikka. It was noted that Board member Juha Lindfors has informed the Company that he will waive his right to Board remuneration in full.
A total of 8.933 new shares of the Company were offered for subscription in the share issue, and the shares are allocated among the subscribers as follows: Sebastian Jägerhorn 2.233 new shares of the Company, Jukka Moisio 4.467 new shares of the Company, and Petra Teräsaho 2.233 new shares of the Company. For the purpose of calculating the number of shares, the value per share used was the volume-weighted average price of the Company's share on the First North Growth Market Finland during the period from 25 July 2025 to 4 September 2025, which was approximately EUR 5.64.
As through the share issue, a part of the Board members' remuneration will be paid in accordance with the resolution of the Company's Annual General Meeting held on 25 March 2025. The portion of the remuneration paid in Shares reduces the Company's need for cash payments and thereby supports the Company's financial stability. The Board members' ownership in the Company strengthens their commitment to the Company, its long-term goals, and dedicated board work, supports investor confidence, and reinforces the strategic role of the Board in a listed company. For these reasons, there are especially weighty financial grounds for the directed share issue without consideration both for the Company and in regard to the interests of all shareholders in the Company as indicated in Chapter 9 Section 4 Paragraph 1 of the Companies Act.
Some of the Board members who opted for cash remuneration already hold shares in the Company, which supports their commitment to the Company in other ways.
A member of the Board of Directors may not transfer the shares so received until their membership of the Board of Directors has ended.
As a result of the share subscriptions, the number of shares in the Company will increase from 24.688.127 shares to 24.729.042 shares (taking also Into account the subscriptions made based on option rights announced earlier today) after the new shares have been registered with the Trade Register. The new shares will represent approximately 0.12 percent of the Company's shares after registration.
The new shares will be registered in the Trade Register and applied for trading on the Nasdaq First North Growth Market Finland marketplace maintained by Nasdaq Helsinki approximately by 30 September 2025. The new shares will establish shareholder rights starting from the registration date.
Solar Foods Oyj
Further Information
CFO Ilkka Saura, ilkka@saura@solarfoods.com, tel: +358 10 579 3289
Certified Advisor
DNB 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.
