Dovre Group Plc | Stock Exchange Release | November 25, 2025, at 3:40 PM
The Extraordinary General Meeting of Dovre Group Plc, held today on 25 November 2025, decided on the amendment of the Articles of Association, the number and election of the members of the Board of Directors, and the authorization of the Board of Directors to decide on the issuance of shares as well as the issuance of other special rights entitling to shares.
Dovre Group Plc's Extraordinary General Meeting held today on November 25, 2025, decided on the matters set out in sections 6, 7 and 8 of the notice to the Extraordinary General Meeting as follows:
Change in the Articles of Association
The Extraordinary General Meeting decided, in accordance with the Board's proposal, to change Article 3 § of the Articles of Association of the Company concerning the line of business is amended to read as follows:
3 § Field of business
The company develops, designs, constructs and maintains solutions related to the production and storage of renewable energy and provides customers with comprehensive services in the implementation of energy sector projects.
The company may own and operate factories, construction firms and project development companies engaged in industrial and energy sector business.
In addition, the company may develop, market and sell software and consulting services related to project management, enterprise resource planning and virtual and augmented reality.
The company may produce and sell administrative and support services to its group companies and other businesses, as well as engage in securities trading and own shares, holdings, and real estate of other companies.
The company may also engage in intra-group financing activities, including equity and debt-based financing.
Number of the members of the Board of Directors and election of the members
The Extraordinary General Meeting resolved that the number of members of the Board of Directors shall be three (3). Ilari Koskelo was re-elected to the Board of Directors, and Aaron Michelin and Kalervo Rötsä were elected as new members of the Board.
Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of other special rights entitling to shares
Board of Directors was authorized to resolve on
(i) the issuance of new shares and/or
(ii) the conveyance of the Company's own shares and/or
(iii) the granting of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, on the following conditions:
By virtue of the authorization, the Board may also decide on a directed issue of shares and special rights, i.e. in deviation of the pre-emptive subscription rights of the shareholders, under the requirements of the law. By virtue of authorization, a maximum of 400,000,000 shares may be issued.
The Board may use the authorization in one or more instalments. The Board may use the authorization to strengthen the Company's and its group companies' capital structure, to finance or conclude acquisitions or other arrangements, for issuance of convertible loan or loans or for other purposes decided by the Board. The new shares may be issued or the Company's own shares conveyed either against payment or without consideration. The new shares may also be issued as an issue without payment to the Company itself. The Board is authorized to decide on other terms of the issuance of shares and special rights. By virtue of authorization, the Board of Directors may decide on the realization of the Company's own shares possibly held by the Company as pledge.
The Board of Directors' proposal was further supplemented with the following sentence: "When using the authorization, the position of existing shareholders must be safeguarded."
The authorization is valid until December 31, 2026. The authorization revokes earlier authorizations to issue shares and grant option rights and other special rights entitling to shares.
The minutes of the Extraordinary General Meeting will be available on the Company's website at www.dovregroup.com within 14 days as of the date of Extraordinary General Meeting.
Organising meeting of the Board of Directors
Convening after the Extraordinary General Meeting, the Board of Directors of Dovre Group Plc elected Kalervo Rötsä Chairman of the Board and Aaron Michelin Vice Chairman of the Board.
For further information, please contact:
Dovre Group Plc
Ilari Koskelo, Board Member
Tel. +358 40 510 8408
ilari.koskelo@navdata.fi
Distribution
Nasdaq Helsinki
Main media
www.dovregroup.com