Shareholders of Evolva Holding SA in liquidation approve BoD proposals at AGM; revocation of liquidation and delisting also approved whereas introduction of opting-out was rejected

Evolva Holding SA / Key word(s): AGMEGM

12-Apr-2024 / 16:56 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

PRESS RELEASE | AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR
 

Shareholders of Evolva Holding SA in liquidation approve proposals put forward by the Board of Directors at Annual General Meeting; of the three agenda items put forward by Nice & Green, revocation of the liquidation and the delisting were also approved whereas introduction of opting-out was rejected. 

Reinach, Switzerland, 12 April 2024 — Evolva Holding SA in liquidation (SIX: EVE) (“Evolva”) today held its Annual General Meeting (“AGM”) in Basel. In total, 47.3% of the outstanding shares were represented. The shareholders approved the proposals put forward by the board of directors with large majorities. They also approved Nice & Green SA’s proposals to revoke the liquidation resolution and the delisting resolution, but rejected the proposal to introduce an opting-out clause in the articles of association.

The shareholders approved the following proposals of the Board with following majorities:

• Approval of the liquidation Interim financial statements and the interim liquidation report 2023 with 96.71% of the votes cast (votes cast: 3,332,502 votes of the total outstanding shares/votes of 7,230,626);
• Approval of the compensation report 2023, in an advisory vote with 94.52% of the votes cast (votes cast: 3,267,540 votes of the total outstanding shares/votes of 7,230,626);
• Discharge from liability of the members of the board of directors and the executive management for the fiscal year 2023 with 93.42% of the votes cast (votes cast: 3,073,619 votes of the total outstanding shares/votes of 7,230,626);
• Appropriation of the annual result for 2023 with 97.30% of the votes cast (votes cast: 3,281,218 votes of the total outstanding shares/votes of 7,230,626);
• Elections of the members of the board of directors: re-elections of the current members Mr. Stephan Schindler with 97.14% and Mr. Beat In-Albon with 97.22% of the votes cast (votes cast: 3,274,211 and 3,270,982 votes, respectively, of the total outstanding shares/votes of 7,230,626);
• Election of chair: Mr. Stephan Schindler was re-elected as chairperson with 97.20% of the votes cast (votes cast: 3,368,813 votes of the total outstanding shares/votes of 7,230,626);
• Election to the compensation committee: Mr. Stephan Schindler (new) with 97.03% and Mr. Beat In-Albon (new) with 96.57% of the votes cast (votes cast: 3,283,996 and 2,708,749 votes, respectively, of the total outstanding shares/votes of 7,230,626);
• Election of the auditors: the re-election of MAZARS AG, Zurich, for a one-year term with 98.67% of the votes cast (votes cast: 3,307,184 votes of the total outstanding shares/votes of 7,230,626);
• Election of the independent proxy: the re-election of Dr. Oscar Olano for another one-year term with 97.25% of the votes cast (votes cast: 3,329,967 votes of the total outstanding shares/votes of 7,230,626);
• Compensation of the board of directors: Approval of the maximum compensation until the AGM 2025 with 83.25% of the votes cast (votes cast: 3,313,116 votes of the total outstanding shares/votes of 7,230,626);
• Introduction of possibility to conduct hybrid / virtual general meetings: Articles 11 and 13 of the Articles of Association will be adjusted accordingly with 92.36% of the votes cast (votes cast: 3,363,481 votes of the total outstanding shares/votes of 7,230,626).

Regarding the agenda item requests by Evolva’s largest shareholder, Nice & Green SA, the outcomes of the votes are as follows:

• Shareholder proposal for the revocation of the resolution on liquidation: the proposal was approved with 94.67% of the votes represented (votes represented: 3,420,809 votes of the total outstanding shares/votes of 7,230,626);
• Shareholder proposal for the revocation of delisting: the proposal was approved with 97.24% of the votes represented (votes represented: 3,420,809 votes of the total outstanding shares/votes of 7,230,626);
• Shareholder proposal for the introduction of an opting-out clause in the articles of association: A double majority was required for the acceptance of this proposal. While, in the calculation where Nice & Green SA’s votes count, the proposal was approved with 61.59% of the votes represented, the proposal was rejected with 64.95% of the votes represented in the second calculation where Nice & Green SA’s votes do not count (votes represented: 3,420,809 votes of the total outstanding shares/votes of 7,230,626). As a result, no opting-out clause will be introduced into the articles of association.

Purchase Price Adjustment Update:
As previously announced, the purchase price for the sale of 100% of the shares of Evolva AG to Danstar Ferment AG was set at CHF 20 million, subject to subsequent adjustments due to earn-outs and purchase price adjustments. The majority of the purchase price adjustment was completed in March 2024 and resulted in a positive adjustment (i.e. increase in the purchase price) of CHF 1.929 million. In the meantime, the purchase price adjustment process has been fully completed: The company will receive CHF 188,000 of the outstanding amount of CHF 195,000 relating to raw materials in stock. This brings the total amount of the purchase price adjustment to CHF 2.117 million.

Documentation
The Invitation to today’s AGM 2024 with all agenda items is available on the company’s website under this [Link]. The minutes of the AGM will be posted on the AGM page in due course.

Contact Evolva
Doris Rudischhauser
Investor Relations and Corporate Communications
+41 79 410 81 88
dorisr@evolva.com

Disclaimer

This announcement is not an offer of securities into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, in the United States, except pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. No public offering of securities is being made in the United States. Further, the securities referred to herein have not been and will not be registered under the applicable securities laws of Canada, Australia or Japan or under the applicable securities laws of any other jurisdiction where to do so might constitute a violation of such laws.             
This press release contains specific forward-looking statements, e.g. statements including terms like believe, assume, expect or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties readers should not place undue reliance on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.