Solar Foods Oyj, company announcement 13 August 2026 at 9:15 EEST
Solar Foods Oyj: Solar Foods decided on a Directed Share Issue without Consideration Related to Board Remuneration
The Board of Directors of Solar Foods Plc (the “Company”) has decided to arrange a directed share issue without consideration to certain members of the Company's Board of Directors as part of the payment of Board members’ remuneration, in accordance with the resolutions of the Annual General Meeting held on 31 March 2026.
The Annual General Meeting resolved that the remuneration of the Board of Directors be paid as follows:
In addition, a fee of EUR 1,500 was resolved to be 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 are to be paid in cash. Expenses for travel and accommodation of Board members were resolved to be reimbursed according to the company’s travel policy.
In addition, the General Meeting resolved on the remuneration of the members of the Board committees. The Annual General Meeting also resolved to authorize the Board of Directors to issue shares, pursuant to which the Board of Directors is entitled to issue a maximum of 8,965,120 shares, either without consideration or against payment. The authorization entitles the Board of Directors to decide on all terms and conditions of the share issuance and includes the right to issue new shares or transfer treasury shares held by the Company, as well as to decide on the issuance of shares in deviation from the shareholders' pre-emptive right (directed share issue).
A member of the Board can permanently select at the beginning of the Board 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 following Board members have indicated that they will receive their remuneration half in shares and half in cash: Sebastian Jägerhorn, Paula Laine, Jukka Moisio, and Petra Teräsaho. Karuna Rawal and Pasi Vainikka have indicated that they will receive their remuneration entirely in cash. Juha Lindfors has informed the Company that he will waive his right to Board remuneration in full.
A total of 12 755 new shares of the Company were offered for subscription in the share issue, and the shares are allocated among the subscribers as follows: Sebastian Jägerhorn 2 551 new shares of the Company, Paula Laine 2 551 new shares of the Company, Jukka Moisio 5 102 new shares of the Company, and Petra Teräsaho 2 551 new shares of the Company. For the purpose of calculating the number of shares, the value per share used was the volume-weighted average price of the Company’s share on the First North Growth Market Finland during the period from 14 July 2026 to 12 August 2026, which was approximately EUR 4,9394.
Through the share issue, a part of the Board members’ remuneration will be paid in accordance with the resolution of the Company’s Annual General Meeting held on 31 March 2026 and the portion of the remuneration paid in shares reduces the Company’s need for cash payments and thereby supports the Company’s financial stability. The Board members’ ownership in the Company strengthens their commitment to the Company, its long-term goals, and dedicated board work, supports investor confidence, and reinforces the strategic role of the Board in a listed company. For these reasons, there are especially weighty financial grounds for the directed share issue without consideration both for the Company and in regard to the interests of all shareholders in the Company as indicated in Chapter 9 Section 4 Paragraph 1 of the Companies Act.
Some of the members who indicated that they will receive their remuneration in cash already own shares in the Company, which further supports their commitment to the Company.
A member of the Board of Directors may not dispose the shares for a period of two years from receiving the shares.
As a result of the share subscriptions, the number of shares in the Company will increase from 30,021,126 shares to 30 033 881 shares after the new shares have been registered with the Trade Register. The new shares will represent approximately 0,04 percent of the Company's shares after registration.
The new shares will be registered in the Trade Register and applied for trading on the Nasdaq First North Growth Market Finland marketplace maintained by Nasdaq Helsinki approximately by 31 August 2026. The new shares will establish shareholder rights starting from the registration date.
Solar Foods Oyj
Further Information
CFO Ilkka Saura, ilkka.saura@solarfoods.com, tel: +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 www.investors.solarfoods.com.