Solar Foods Oyj, company announcement, February 14, 2025 at 09:00 EET

Solar Foods Oyj's Board of Directors proposals to Annual General Meeting 2025 on the composition and remuneration of the Board

The Board of Directors submits the following proposals, on the recommendation of the Nomination Committee, to the Annual General Meeting of Solar Foods Oyj, planned to be held on March 25, 2025. The proposals will be included in the Notice of the Annual General Meeting, which will be published at a later date.

"When proposing the composition of the Board of Directors, the Nomination Committee has sought to take into account the competencies needed to implement the company's new strategy together with the new CEO Rami Jokela, who will start on 1 April 2025. The proposed new composition strengthens the Board's skillset, especially in management, internationalization, and financial expertise. It also better represents the gender distribution the company aims for on its Board of Directors,” says Chairperson of the Board Juha Lindfors.

Proposal for the number of members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting, on the recommendation of the Nomination Committee, that the number of Board members be confirmed as seven (7).

Proposal for the composition of the Board of Directors

The Board of Directors proposes to the Annual General Meeting, on the recommendation of the Nomination Committee, that the following people be elected to the Board of Directors for a term of office ending at the close of the Annual General Meeting in 2026.

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

Members to be re-elected: Juha Lindfors, Jari Tuovinen, Sebastian Jägerhorn and Paula Laine.

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

Jukka Moisio (born 1961) has over 20 years of experience as CEO of large-cap companies listed on NASDAQ Helsinki and is a seasoned board professional. 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). Jukka is a member of the Board of Directors of Cargotec Oyj, Munksjö Oyj, Metsä Board Oyj and Paulig Group Oy.

Petra Teräsaho (born 1966) 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 (2012-2014), and Global Finance Director, Mobile Phones Marketing & Nokia Strategic Marketing (2004-2007). In addition, Petra is a member of the Board of Directors of F-Secure Corporation and Paulig Group Oy.

Pasi Vainikka (born 1977) is the CEO of Solar Foods, a founding member and a significant shareholder. He will step down as Solar Foods’ CEO on March 31, 2025, but will continue to work for the company until the end of 2025.

All the proposed nominees have given their consent to the election and announced that, if elected, their intention is to elect from among themselves Jukka Moisio as Chairperson of the Board and Jari Tuovinen as Vice-Chairperson, in accordance with the Nomination Committee's recommendation.

Introductions of the new proposed board members will be available on Solar Foods' investor website in the AGM materials.

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 Solar Foods until the end of 2025 and is also a major shareholder of the company with a holding of nearly 10%.

Proposal for the remuneration of the Board

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

• Chairperson of the Board: EUR 4,200 per month
• Vice-Chairperson 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 cost of acquiring any shares. A member of the Board of Directors may not transfer the shares so received until his or her membership of the Board of Directors has ended.

Additionally, the Chairperson of the Board of Directors will be granted up to 18,000 stock options free of charge, which entitle the holder to subscribe for up to 18,000 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 stock options, provided that the Chairperson has served in their position for the entire term. The full terms of the stock options will be included in the notice of the Annual General Meeting.

The remuneration for the Chairperson 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.

More information:
Juha Lindfors, Chairperson of the Board, +358 40 519 4513

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What is Solein?
Solein is an all-purpose protein grown with the air we breathe: The unique bioprocess takes a single microbe, one of the billion different ones found in nature, and grows it by fermenting it using air and electricity. Solein is a nutritionally rich and versatile ingredient which can replace protein virtually in any food. Solein can also be used as a fortifier to complement the nutritional profile of various foods: it can be a source of iron, fiber and B vitamins, and it can also bring different techno-functionalities into food products. Learn more at www.solein.com.

About Solar Foods
Solar Foods produces protein 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.