Solar Foods Oyj, Company release, 31 March 2026 at 16:00 EEST
Resolutions of Solar Foods Oyj's Annual General Meeting 2026 and organizational meeting of the Board of Directors
The Annual General Meeting of Solar Foods Oyj was held on 31 March 2026 at the company's headquarters at Härkälenkki 11, 01730 Vantaa, Finland. The shareholders had the opportunity to exercise their voting rights also by voting in advance.
All proposals to the Annual General Meeting were accepted. In its organizational meeting held after the Annual General Meeting, the Board of Directors elected the Chair of the Board and Vice Chair as well as the members of the Board committees.
Financial statements and resolution on the discharge of liability
The Annual General Meeting adopted the financial statements for the financial year ended 31 December 2025 and discharged the members of the company's Board of Directors and the CEO from liability.
Use of loss shown in the balance sheet and dividend
The Annual General Meeting resolved that the loss shown in the company's balance sheet for the financial year ended 31 December 2025 be recorded in the retained earnings/loss and that no dividend be distributed.
Resolution on the remuneration of the members of the Board of Directors
The Annual General Meeting resolved that the remuneration of the Board of Directors be paid as follows:
- Chair of the Board: fee of EUR 50,400 for the term
- Vice Chair of the Board: fee of EUR 37,800 for the term
- Members of the Board: fee of EUR 25,200 for the term
A member of the Board can permanently select at the beginning of his/her term during the Board's organizational meeting (or when possible under insider regulations) whether the fee for the term will be paid in the company's shares or in cash.
The remuneration payable in the company's shares will be issued directly to the Board without consideration within a week of the publication of the company's interim financial report for the period 1 January - 30 June 2026. If the issue of the shares cannot be carried out at the aforementioned time due to a reason related to the company or a member of the Board, the shares will be issued later, or the fee for the term will be paid in full in cash. The company will pay any costs and possible transfer tax related to the purchase of the company shares. The shares may not be disposed for a period of two years from receiving the shares.
In addition, a remuneration of EUR 1,500 is paid to the Chair of the Board, EUR 750 to the Vice Chair of the Board and EUR 750 to each member of the Board for each meeting (excluding per capsulam -meetings). If the Vice Chair of the Board acts as the Chair of a meeting, a remuneration of EUR 1,500 shall be paid for such meeting (excluding per capsulam -meetings). Remuneration for meetings shall be paid twice in a year, and the meeting fee shall be paid in double, if participating in the meeting requires traveling from Europe to Finland, and in triple, if participating in the meeting requires traveling from outside of Europe to Finland. The meeting fees will be paid in cash.
The remuneration for the Chair of the committees of the Board of Directors is EUR 1,000 per meeting and the remuneration for each other member is EUR 500 per meeting.
In addition, expenses for travel and accommodation of Board members are to be reimbursed according to the company's travel policy.
Number of the members of the Board of Directors and election of members of the Board of Directors
The Annual General Meeting resolved that the number of the members of the Board of Directors shall be seven.
The Annual General Meeting resolved that Sebastian Jägerhorn, Paula Laine, Juha Lindfors, Jukka Moisio, Petra Teräsaho and Pasi Vainikka are re-elected as members of the Board of Directors for a term that ends at the close of the Annual General Meeting 2027 and Karuna Rawal be elected as a new member of the Board of Directors for a term that ends at the close of the Annual General Meeting 2027.
Auditor
Auditing firm KPMG Oy Ab was re-elected as the auditor of the company for a term of office ending at the close of the next Annual General Meeting. KPMG Oy Ab has notified that Authorized Public Accountant Jussi Paski will be the company's principal auditor. The auditor will be remunerated according to an invoice approved by the company.
Amendment to the Articles of Association
The Annual General Meeting resolved to amend the company's Articles of Association to the effect that Section 3 of the Articles of Association is as follows:
"The company develops, sells, licenses and rents sustainable manufacturing equipment and processes as well as technologies and production organisms for producing food raw materials. The company also develops, produces and sells nutritional ingredients, food raw materials and food products."
Authorizing the Board of Directors to decide on the repurchase of its own shares
The Annual General Meeting authorised the Board of Directors to resolve on the repurchase of a maximum of 2,988,373 shares in the company, which corresponds to approximately 10% of the total number of shares in the company on the date of the notice to the Annual General Meeting, in one or several tranches.
The own shares can only be acquired with company's non-restricted equity at the value at the time of acquisition as determined by trading of the Nasdaq First North Growth Market Finland marketplace operated by Nasdaq Helsinki Ltd.
The Board of Directors is authorized to resolve all the terms and conditions of the repurchase, including how the shares will be acquired. The authorization does not exclude the right of the Board of Directors to also decide on a directed repurchase of its own shares if there is a weighty financial reason for the company to do so. The authorization may be used for important transactions for the company, such as completing possible M&A transactions, financing investments, implementation of the company's commitment and incentive schemes or for such other purposes as the Board of Directors may decide where there is a weighty financial reason to repurchase its own shares. Own shares repurchased may be held by the company, annulled or reassigned.
The authorization is valid until the end of the company's next Annual General Meeting, however not later than 30 June 2027. The authorization replaces the authorization to repurchase own shares granted by the company's Annual General Meeting on 25 March 2025.
Authorizing the Board of Directors to resolve the issuance of shares, option rights and other special right entitling to shares
The Annual General Meeting authorised the Board of Directors to resolve on the issuance of shares, option rights and other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Companies Act, in one or more tranches, either against payment or free of charge.
The total number of shares to be issued under the authorization may not exceed 8,965,120 shares (including shares issued on the basis of option rights and other special rights), which corresponds to approximately 30% of the total number of shares in the company as at the date of the notice to the General Meeting. The authorization entitles the company's Board of Directors to decide on all the terms and conditions of the share issue, option rights and other special rights entitling to shares. The authorization includes the right to issue new shares or treasury shares held by the company. The Board of Directors may also decide to issue shares free of charge to the company itself. In the issue and transfer of shares, option rights and other special rights entitling to shares, the shareholders' pre-emptive subscription rights (directed issue) may be deviated from if there is a weighty financial reason for the company to do so, or especially weighty financial reason when so required by the Companies Act. Shares, option rights and other special rights entitling to shares may be used to improve the company's capital structure, to carry out possible mergers and acquisitions, investments or other arrangements within the scope of the Company's business, as a part of the company's commitment and incentive scheme or for other purposes decided by the Board of Directors of the company.
The authorization is valid until the end of the company's next Annual General Meeting, however not later than 30 June 2027. The authorization replaces the authorization granted by the Annual General Meeting on 25 March 2025.
Organizational meeting of the Board of Directors
In its organizational meeting held after the Annual General Meeting, the Board of Directors elected Jukka Moisio as Chair of the Board and Pasi Vainikka as Vice Chair.
Petra Teräsaho (Chair), Paula Laine and Juha Lindfors were elected members of the Audit Committee.
Sebastian Jägerhorn (Chair), Jukka Moisio and Pasi Vainikka were elected members of the Nomination and Remuneration Committee of the Board of Directors.
The Board of Directors has conducted an assessment on the independence of its members of the company and its significant shareholders. All members of the Board of Directors except Sebastian Jägerhorn are independent of the company and its significant shareholders. Sebastian Jägerhorn is not considered to be independent of the company's major shareholders as he is employed by the company's largest shareholder, Oy Karl Fazer Ab, which holds more than 10% of the company's shares.
Minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available at the latest on 14 April 2026 on the company's website at https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2026
Solar Foods Oyj
Further Information
CFO Ilkka Saura, ilkka.saura@solarfoods.com, +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.
