Notice is given to the shareholders of FIFAX Plc ("Fifax" or the "Company") to attend the Extraordinary General Meeting ("EGM") of the Company to be held on Monday 4 December 2023 at 10:00 (EET) at Suomitalo at the address Lönnrotinkatu 5 (3rd floor), FI-00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 09:00 (EET) at the meeting venue.

Shareholders may also exercise their voting rights by way of proxy representation. Instructions for the attendees of the meeting, including instructions for the authorization of proxy representatives, are presented in section C. of this notice.

The EGM will be conducted in the Swedish language.

A. Matters on the agenda of the EGM

At the EGM, the following matters will be considered.
1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and supervise the counting of the votes

4. Recording the legality of the meeting

5. Recording attendance at the meeting and adoption of the list of votes

6. Authorizing the Board of Directors to decide on the issuance of shares as well as special rights entitling to shares as specified in Chapter 10 Section 1 of the Finnish Companies Act

As described in the company release published on 9 November 2023, Fifax is planning a share issue and/or to issue a convertible loan to raise in the aggregate approximately EUR 4 million in gross proceeds ("the Financing").

The Board of Directors of the Company therefore proposes that the EGM would authorize the Board of Directors to resolve on the issuance of a maximum of 25,000,000 new shares, which corresponds to approximately 46.1 percent of all of the outstanding shares in the Company, through a share issue and/or by issuing special rights entitling to shares, as specified in Chapter 10 Section 1 of the Finnish Companies Act (624/2006, as amended), in one or several instalments.

The Board of Directors would be authorized to resolve on all terms and conditions of the share issue and/or of the issue of special rights entitling to shares. The issuance of shares and special rights entitling to shares may also be carried out in deviation from the shareholders' pre-emptive rights (directed issue), if there is a weighty financial reason for the Company to do so in accordance with the Finnish Companies Act.

The authorization is valid until the end of the next Annual General Meeting, however expiring at the latest on 30 June 2024. The authorization would not revoke or replace any previous authorizations granted to the Board of Directors regarding the issuance of shares or special rights entitling to shares.

The shareholders FV Group AB, Finnish Industry Investment Ltd, Ahlstrom Invest B.V., Oy Etrisk Ab, Holdix Oy Ab and certain other shareholders, holding in aggregate approximately 68.0 percent of the outstanding shares and votes in the Company, have irrevocably undertaken to vote in favour of this authorization.

7. Closing of the meeting

B. Documents of the EGM

This notice, including the proposals for resolutions on matters on the agenda of the EGM in their entirety, is available on the Company’s website at www.fifax.ax/egm. The Annual Report 2022 of Fifax, which includes the Company’s annual accounts, the report of the Board of Directors and the auditor’s report, and the half-year report for 1 January – 30 June 2023, as well as other documents to be made available pursuant to Chapter 5 Section 21 of the Companies Act, are available on the above-mentioned website. The above-mentioned documents will also be available at the EGM. The minutes of the EGM will be available on the above-mentioned website as of 18 December 2023 at the latest.

C. Instructions for the participants in the EGM

1. Shareholders registered in the shareholders’ register and registration

Each shareholder that on the record date of the EGM, 22 November 2023, is registered in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the EGM. Shareholders whose shares are registered on their personal Finnish book-entry account or equity savings account are automatically registered in the shareholders’ register of the Company.

The registration period for the EGM commences on 9 November 2023. A shareholder registered in the shareholders’ register of the Company that wishes to participate in the EGM, shall register for the meeting no later than by 29 November 2023 at 10:00 (EET). The registration must be received by the Company before the end of the registration period.

Registration can be done in the following ways:

a) on the Company’s website at www.fifax.ax/egm.

Registration by natural persons requires strong electronic authentication. A natural person logging in to the service via the Company’s website will be directed to an electronic authentication page. Thereafter, the shareholder can register for the EGM and authorize a possible proxy representative in one session. Strong electronic authentication takes place with personal online banking credentials or a mobile certificate.

Shareholders that are legal entities are required to provide the number of their Finnish book-entry account, their business identity code and other required information to register electronically.

For shareholders that are legal entities, no strong electronic authentication is required to register electronically. However, if a legal entity uses the electronic Suomi.fi authorization service, as further described below in section C.3, strong electronic authentication of the authorized individual is required either with personal online banking credentials or a mobile certificate.

b) by email or regular mail

A notice of registration may be sent by email addressed to egm@fifax.ax or by regular mail addressed to FIFAX Plc, EGM, Lönnrotinkatu 5, FI-00120 Helsinki, Finland.

In connection with the registration, a shareholder must provide requested information, such as their name, date of birth/personal identification number or business identity code, address, telephone number and e-mail, the name of a possible authorized proxy representative, legal representative or assistant and the date of birth/personal identification number of a possible authorized proxy representative or legal representative. Any personal data provided to the Company by shareholders or their representatives will only be used for the purposes of the EGM and for the processing of related registrations.

Shareholders, their possible authorized proxy representative or legal representative shall, where necessary, be able to prove their identity and/or right of representation at the meeting venue.
1. Holders of nominee-registered shares

Holders of nominee-registered shares are entitled to participate in the EGM by virtue of such shares which would entitle the shareholder to be entered in the shareholders’ register of the Company held by Euroclear Finland Oy on the record date of the EGM on 22 November 2023. In addition, the right to participate in the EGM requires that the shareholder has, based on such shares, been temporarily registered into the shareholders’ register maintained by Euroclear Finland Oy by 10:00 (EET) on 29 November 2023 at the latest. For nominee-registered shares, this constitutes due registration for the EGM.

Holders of nominee-registered shares are advised to request without delay necessary instructions from their custodian for temporarily registering their shares in the shareholders’ register of the Company, issuing of proxy authorization documents and voting instructions as well as registration for the EGM. The account manager of the custodian shall temporarily register a holder of nominee-registered shares that wishes to attend the EGM in the shareholders’ register of the Company by 10:00 (EET) on 29 November 2023 at the latest.

For the sake of clarity, it is noted that holders of nominee-registered shares cannot register directly for the EGM on the Company’s website, but they must be registered by their custodians instead.
2. Proxy representatives and powers of attorney 

Shareholders may participate in the EGM and exercise their rights also by way of proxy representation. Proxy representatives shall produce a dated proxy authorization document or otherwise demonstrate in a reliable manner their right to represent the shareholder at the EGM. Proxy representatives registering electronically for the EGM must identify themselves personally through strong electronic authentication, after which they can register on behalf of the shareholder they represent.

If a shareholder participates in the EGM by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative is authorized to represent the shareholder shall be identified in connection with the registration.

Natural persons may appoint a proxy representative in connection with the registration to the EGM at the Company’s website. Otherwise a proxy document must be used. A proxy authorization document template will be available on the Company’s website at www.fifax.ax/egm.

Possible proxy authorization documents are requested to be submitted as an attachment in connection with the electronic registration, or alternatively by e-mail in an electronic form (e.g. PDF) to egm@fifax.ax or as originals by regular mail to the address FIFAX Plc, EGM, Lönnrotinkatu 5, FI-00120 Helsinki, Finland before the end of the registration period for the EGM, by which time the proxy authorization documents must be received. In addition to delivering proxy authorization documents, shareholders or their proxy representatives shall see to registration for the EGM in the manner described above in this notice.

Shareholders that are legal entities may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization matter “Representation at the General Meeting”). When registering for the EGM in the general meeting service, authorized representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.
3. Other instructions and information

The information concerning the EGM required under the Finnish Companies Act and the Finnish Securities Markets Act is available on the Company's website at www.fifax.ax/egm.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the EGM has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice, the total number of shares in the Company is 54,398,984, representing a total of 54,398,984 votes. On the date of this notice, the Company holds 150,000 treasury shares, in respect of which voting rights cannot be used at the EGM.

Changes in the number of shares held after the record date of the EGM shall not have an effect on the right to participate in the EGM nor on the number of votes held by a shareholder in the EGM.

In Eckerö, 9 November 2023

FIFAX PLC
THE BOARD OF DIRECTORS

For more information: 

Samppa Ruohtula 
CEO, FIFAX Plc 
+358 40 559 8812 
samppa.ruohtula@fifax.ax 

Certified Advisor: 
Aktia Alexander Corporate Finance Oy 
+358 50 520 4098 
 
Fifax in brief 
Fifax’s vision is to be a forerunner in large-scale sustainable fish farming with a minimal impact on the environment, so that locally and sustainably produced fish can be enjoyed by its customers all year round. 

Established in 2012, Fifax utilizes ultra-intensive Recirculating Aquaculture Systems (RAS) technology based on the principle of an almost completely closed water circulation within the facility, where the fish live in large land-based indoor tanks. Indoor tanks better safeguard against external factors, and the environmental impact and pollution from the facility is significantly lower when compared to traditional fish farming in water bodies. 

FIFAX Plc’s shares have been listed in Nasdaq First North Growth Market Finland.