Solar Foods Oyj, company announcement 27 February 2025 at 13:00 EET

Notice to the General Meeting 2025 of Solar Foods Oyj

The shareholders of Solar Foods Oyj (“Solar Foods” or the “Company”) are invited to the Company’s Annual General Meeting (the “General Meeting”) to be held on 25 March 2025 starting at 4:00 p.m. (EET) at Clarion Hotel, Karhumäentie 5, 01530 Vantaa, Finland, meeting room “View”. The reception of shareholders who have registered for the meeting and the distribution of voting ballots at the meeting venue will commence at 3.00 p.m. (EET).

The shareholders have the opportunity to exercise their voting rights also by voting in advance. The instructions regarding the advance voting are presented in Section C of this notice to the Annual General Meeting.

A. Matters on the agenda of the General Meeting

The information and proposals on formal organisational matters referred to in items 1 to 5 of the agenda are contained in a separate organisational document which is on the Company’s website at https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2025. The document also constitutes a part of this notice. The document will be supplemented at the General Meeting with information that is not available before the General Meeting.

The following matters are discussed at the General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

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

4. Recording the legality of the meeting

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

6. Presentation of the financial statements, report of the Board of Directors, and the auditor's report for 2024

- CEO’s review.

The financial statements, report of the Board of Directors and the auditor's report will be available latest as of 28 February 2025 at the Company’s website at https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2025.

7. Adoption of the financial statements

The Board of Directors proposes that the General Meeting adopt the financial statements.

8. Resolution on the use of loss shown in the balance sheet and on the distribution of dividend

The Board of Directors proposes to the General Meeting that the loss shown in Company’s balance sheet for the financial year ended 31 December 2024, be recorded in the retained earnings/loss and that no dividend be distributed.

9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO

10. Resolution on the remuneration of the members of the Board of Directors

On the recommendation of the Nomination Committee, the Board of Directors proposes to the General Meeting that the remuneration of the Board of Directors be paid as follows:

A. Remuneration of the Board members

• 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

In addition, a fee of EUR 750 is paid for each meeting (excluding per capsulam -meetings). Of the above monthly remuneration, 50% may be paid in shares of the Company and the remainder in cash. The Company bears the costs of acquiring any shares. A member of the Board of Directors may not transfer the shares so received until their membership of the Board of Directors has ended.

The remuneration for the Chair of the committees of the Board of Directors is EUR 750 per meeting and the remuneration for each other member is EUR 500 per meeting.

In addition, the Board of Directors proposes to the General Meeting that expenses for travel and accommodation of Board members are to be reimbursed according to the Company’s travel policy.

B. Option rights to the Chair of the Board

Additionally, the Board of Directors proposes to the General Meeting that the Chair of the Board of Directors to be elected after this General Meeting in a Board meeting will be granted up to 20,000 option rights free of charge, which entitle to subscribe for up to 20,000 new or treasury shares of the Company at a subscription price of EUR 7.10 per share. The subscription of shares is possible no earlier than one year after the subscription of the option rights, provided that the Chair has served in their position for the entire term. The full terms and conditions of the option rights are available on the company's website at https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2025. The document also constitutes a part of this notice. The proposed number of option rights and the shares of the Company to be subscribed with them have been revised compared to the Board of Directors’ proposal announced earlier on 14 February 2025 (up to 18,000 option rights, which would have entitled the subscription of up to 18,000 shares of the Company).

The Board of Directors proposes to the General Meeting that the shareholders take first a position on the proposal for B. The option rights to the Chair of the Board of Directors and then for A. Remuneration of the Board members.

11. Resolution on the number of members of the Board of Directors

According to the Articles of Association of the Company the Board of Directors consists of at least four and at most seven members. The current number of Board members is seven.

On the recommendation of the Nomination Committee the Board of Directors proposes to the General Meeting that the number of members of the Board of Directors be confirmed as seven.

12. Election of members of the Board of Directors

The Board of Directors proposes to the General Meeting, on the recommendation of the Nomination Committee, that the following persons be elected as members of the Company’s Board of Directors for the term of office ending at the close of the Company’s Annual General Meeting in 2026.

New members: Jukka Moisio, Petra Teräsaho and Pasi Vainikka.

Re-elected members: Juha Lindfors, Jari Tuovinen, Sebastian Jägerhorn and Paula Laine.

Of the current members of the Board of Directors Thomas Harding, Juha-Pekka Pitkänen and Pontus Stråhlman will not continue as members of the Board of Directors.

In addition, the Company’s Board of Directors proposes to the General Meeting that the shareholders take a position on the proposal for the election of the members of the Board of Directors as a whole at the General Meeting.

Jukka Moisio (b. 1961, M.Sc. econ.) has over 20 years of experience as CEO of large-cap companies listed on NASDAQ Helsinki. Prior to his role as CEO of Nokian Tyres Plc (2020-2024), he served as CEO of Huhtamäki Oyj for 11 years (2008-2019) and as CEO of Ahlstrom Oyj for 17 years (1991-2008). He is Chair of Board of Munksjö Oyj and Paulig Group Oy, Vice-Chair of Board of Cargotec Oyj, and member of the Board of Metsä Board Oyj.

Petra Teräsaho (b. 1966, M.Sc. econ) is the CFO of Transmeri Group Oy. Previously, she has served, among other roles, as CFO of Valmet Automotive Oy, SVP, Group Controller at Stora Enso Oyj, and VP Group Controller at Outotec Oyj. She has also held several management positions at Nokia Oyj, such as Head of Finance, Global Marketing (20122014), and Global Finance Director, Mobile Phones Marketing & Nokia Strategic Marketing (2004-2007). In addition, she is a member of the Board of Directors and Chair of Audit Committee of F-Secure Corporation and Paulig Group Oy.

Pasi Vainikka (b. 1977, DSc.) is the CEO, co-founder and major shareholder of Solar Foods. He will leave his position as CEO of Solar Foods on 31 March 2025, but will continue to work for the Company until the end of 2025. In 2002-207 he held various positions at VTT as a scientist, a principal scientist, team leader and a member of the strategic steering group for energy research and the steering group for contract research. In 2014-2017, he was the responsible director of the so-called strategic opening of a research program funded by Business Finland. The project is Finland’s largest research program for an energy system based on 100% renewable energy sources to date. He is a member of Suomen Teknillisten Tieteiden Akatemia (Finnish Academy of Technical Sciences).

All candidates have consented to the election and have announced that, if elected, they intend to elect among themselves Jukka Moisio as Chair of the Board and Jari Tuovinen as Vice-Chair in accordance with the recommendation by the Nomination Committee.

The resumes of the proposed Board members are available at: https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2025.

All nominees except Juha Lindfors, Sebastian Jägerhorn and Pasi Vainikka are independent of the Company and its significant shareholders. Juha Lindfors is not considered to be independent of the Company's major shareholders as he is employed by and controls Lifeline Ventures Fund III Ky, which holds more than 10% of the Company's shares. 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. Pasi Vainikka is not considered to be independent of the Company or its major shareholders, as he will continue to be employed by the Company until the end of 2025 and is also a major shareholder of the Company with a holding of nearly 10%. The other proposed Board members are considered to be independent of the Company and Company’s significant shareholders.

13. Resolution on the remuneration of auditor

The Board of Directors proposes to the General Meeting that the fee for the auditor be paid according to the invoice approved by the Company.

14. Election of auditor

The Company’s Board of Directors proposes to the General Meeting that the auditing firm KPMG Oy Ab be re-elected 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 would be the Company’s principal auditor.

15. Authorizing the Board of Directors to decide on the repurchase of its own shares

The Company’s Board of Directors proposes that the General Meeting authorize the Board of Directors to decide on the repurchase of the Company’s own shares in one or more tranches as follows:

The total number of shares to be repurchased may not exceed 2,464,104 Company shares, which corresponds to approximately 10% of the total number of shares in the Company as the date of notice of the Annual General Meeting. The own shares could 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 Oy (Helsinki Stock Exchange).

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 is proposed to be used for important transactions for the Company, such 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 2026. The authorization replaces the authorization to repurchase own shares granted by the Company’s Extraordinary General Meeting on 16 August 2024.

16. Authorizing the Board of Directors to resolve the issuance of shares, option rights and other special right entitling to shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized 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, as follows:

The total number of shares to be issued under the authorization may not exceed 7,392,314 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 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 weight 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 or the Company.

The authorization is valid until the end of the Company’s next Annual General Meeting however not later than 30 June 2026. The authorization replaces the authorization granted by the Extraordinary General Meeting on 16 August 2024.

17. Closing of the Meeting

B. Documents of the General Meeting

The above-mentioned proposals for the resolutions on the agenda of the General Meeting including the terms and conditions of the proposed option plan, this notice of meeting and the organizational document are available on Solar Foods Oyj’s website at https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2025. Solar Foods Oyj’s financial statements, report of the Board of Directors and auditor’s report are available on the above website as of 28 February 2025 at the latest. The proposed resolutions and other documents referred to above will also be available at the General Meeting.

The minutes of the General Meeting will be available on the above-mentioned website as from 8 April 2025 at the latest.

C. Instructions for the participants of the General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder who on the record date of the General Meeting, 13 March 2025, is registered in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the General Meeting. Shareholder whose shares are registered on their personal Finnish book-entry account is automatically registered in the Company’s shareholder register. Any changes in the ownership of shares that have occurred after the record date of the General Meeting do not affect the right to participate in the General Meeting nor the number of votes of the shareholder at the General Meeting.

Registration for the General Meeting will begin on 3 March 2025 at 10:00 am (EET). A shareholder who is registered in the shareholders’ register of the Company and who wishes to participate in the General Meeting shall register for the General Meeting no later than by 10.00 a.m. on 20 March, 2025, by which time the registration must be received. Registration for the General Meeting can be made by the following ways:

a) Through the Company’s website at https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2025. Electronic registration requires strong electronic identification of the shareholder or their legal representative or proxy representative with Finnish, Danish or Swedish personal banking credentials or a mobile certificate.

b) By email to Innovatics Oy at agm@innovatics.fi. The shareholder registering shall include in the message the registration form available on the Company’s website https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2025 and any advance voting form or equivalent information.

c) By mail to Innovatics Oy at Innovatics Oy, Yhtiökokous / Solar Foods Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. The shareholder registration for the meeting must include in the message the registration form available on the Company’s website https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2025 and any advance voting form or equivalent information.

In connection with the registration, the requested information, such as the name, date of birth or business ID, contact information, the name of any assistant or proxy representative and the date of birth, phone number and/or email address of the proxy representative. The personal data provided by shareholders to the Company will only be used in connection with the General Meeting and the processing of the necessary registrations related thereto.

Shareholders, their authorized representatives or proxy representatives, shall, to the extent necessary, be able to prove their identity and/or right of representation at the meeting venue.

Further information on registration and advance voting is available by telephone during the registration period for the General Meeting at Innovatics Oy’s telephone number +358 10 2818 90 on weekdays from 9:00 a.m. (EET) to 12:00 a.m. (EET) and from 1:00 p.m. (EET) to 4:00 p.m. (EET).

2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which they would be entitled to be registered in the shareholders' register of the Company maintained by Euroclear Finland Oy on the record date of the General Meeting 13 March 2025. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register maintained by Euroclear Finland Oy by 10:00 a.m. (EET) on 20 March 2025, at the latest. As regards nominee-registered shares, this constitutes due registration for the General Meeting. Any changes in the ownership of shares that have occurred after the record date of the General Meeting do not affect the right to participate in the General Meeting nor the number of votes of the shareholder at the General Meeting.

A holder of nominee-registered shares is advised to request well in advance the necessary instructions from their custodian regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy authorization documents and voting instructions as well as registration and attendance at the General Meeting and advance voting.

The account manager organization of the custodian shall temporarily register a holder of nominee-registered shares who wishes to participate in the General Meeting into the shareholders’ register of the Company by the time stated above at the latest and, as needed arrange advance voting on behalf of the holder of nominee-registered shares before the expiry of the registration period. For the sake of clarity, it is noted that holders of nominee-registered cannot directly register for the General Meeting on the Company’s website, but in all cases must register via their custodian instead.

3. Proxy representatives and powers of attorney

Shareholders may participate in and exercise their rights at the General Meeting also by way of proxy representation. A proxy representative of a shareholder may also vote in advance in the manner instructed in this notice. A proxy representative of a shareholder must personally authenticate in the electronic registration service and to any advance voting with strong authentication, after which they will be able to register and, if necessary, vote in advance on behalf of the shareholder they represent. A proxy representative must present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder in the General Meeting. Providing the right to represent can be done by using the suomi.fi e-authorizations service available in the electronic registration service.

As an alternative to a traditional power of attorney, shareholders can use the electronic Suomi.fi authorization service to authorize a representative. The representative is designated in the Suomi.fi service at www.suomi.fi/valtuudet (authorization matter 'Representation at the General Meeting'). In the General Meeting service, the authorized representative must authenticate with strong electronic identification during registration, after which the electronic authorization is automatically verified. Strong electronic identification is done using bank credentials or a mobile certificate. More information about electronic authorization is available at www.suomi.fi/valtuudet.

A template proxy authorization document is available on the Company’s website at https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2025. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares with which each proxy representative represents the shareholder in question shall be identified in connection with the registration for the General Meeting.

Any proxies are requested to be submitted primarily as an attachment during electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Solar Foods Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to agm@innovatics.fi before the end of the registration period. In addition to submitting proxies, the shareholder or their representative must ensure registration for the General Meeting in the manner described above in this notice.

4. Advance voting

Shareholders whose shares in the Company are registered in their personal Finnish book-entry account may vote in advance between 10:00 a.m. (EET) on 3 March 2025 and 10:00 a.m. (EET) on 20 March 2025 on certain items on the agenda of the General Meeting via the Company's website at the following address https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2025.

a. Through the Company’s website at https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2025. Logging into the service is done in the same way as described in Section C.1 of this notice.

b. by email by submitting the advance voting form available on the Company's website or equivalent information to Innovatics Oy at agm@innovatics.fi.

c. by mail by submitting the advance voting form available on the Company's website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Solar Foods Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.

Advance votes must be received by the end of the advance voting period. Submitting advance votes in this manner before the end of registration and advance voting period is considered due registration for the General Meeting, provided they contain the information required for registration, as mentioned above.

Shareholders who have voted in advance and who wish to exercise their other rights under the Finnish Companies Act, such as the right to ask questions, the right to propose resolutions, the right to demand a vote at the General Meeting or to vote on any other proposals made at the meeting, must attend the Annual General Meeting at the meeting venue by themselves or by way of proxy representation.

For holders of nominee-registered shares, the advance voting takes place through the account manager organization. The account manager organization can vote in advance on behalf of the nominee-registered shareholders they represent in accordance with the voting instructions provided by them during the registration period set for the holders of nominee-registered shares.

A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting.

5. Other instructions and information

The meeting language of the General Meeting will be Finnish.

A shareholder present at the General Meeting has the right to ask questions about the matters discussed at the meeting in accordance with chapter 5, section 25 of the Finnish Companies Act.

On date of the meeting notice on 27 February 2025, Solar Foods Oyj holds a total of 24,641,049 shares representing 24,641,049 votes. On 27 February 2025, the Company holds no treasury shares.

27 February 2025

SOLAR FOODS OYJ

BOARD OF DIRECTORS

Further information:
CEO Pasi Vainikka, pasi.vainikka@solarfoods.com, tel. +358 10 579 3286

Certified advisor:
Carnegie Investment Bank AB (publ)

Solar Foods
Solar Foods produces Solein® protein using carbon dioxide and electricity. Solein production, independent of weather and climatic conditions, frees global protein production from the constraints of conventional agriculture. Founded in Finland in 2017, Solar Foods is listed on the Nasdaq First North Growth Market Finland. Read more at investors.solarfoods.com.