Notice to the Extraordinary General Meeting of Eevia Health Ab
This notice is given to the shareholders of Eevia Health Abp (Plc) for an Extraordinary General Meeting to be held on November 4, 2024, at noon (Finnish time GMT +3) at the main office of Eevia Health Abp in Koulukatu 14, Seinäjoki, Finland.
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 11:00.
A. Matters on the agenda of the Extraordinary General Meeting
The Extraordinary General Meeting will handle the following matters:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Resolution on the number of members on the Board
The Shareholders' Nomination Board has proposed that five (5) members be elected to the Board of Directors, which is within the limits of the Company's current Articles of Association.
- Election of members of the Board of Directors
Key shareholders have proposed a change to the Board composition to strengthen the Board's competence for change, a critical turnaround process, and a strategic redirection of the Company's product focus towards gut health and eye health conditions and a more scientifically based value proposition.
The proposal is that the current Board members, Per Benjaminsen and Oskar Wegelius, will be re-elected members of the Board of Directors of Eevia Health Abp. Furthermore, the Shareholders have proposed that Mr. Terry Virts, Mr. Anders Eriksson, and Dr. Diane Clayton be elected as new members of the Board of Directors of Eevia Health Abp. Martin Bjørklund and Patricia Wicklund will retire from the Board.
The Company invites other shareholders and stakeholders to engage in constructive dialogue with the Company from the period up until the date of the EGM. If any shareholder wishes to suggest other candidates to the Board of Directors of Eevia, this is warmly welcomed, preferably as soon as possible, to secure Spotlight qualification of candidates. The Board welcomes stakeholder engagement and bona fide suggestions for improving the operations of the Company. Do not hesitate to contact Martin Bjørklund or Stein Ulve if you wish to contribute.
As for the new board members:
Mr. Virts is an Executive Coach, Author, and Keynote Speaker and serves on several boards. Mr Virts is also a former NASA astronaut and commander of the International Space Station. He has piloted the Space Shuttle and the Russian Soyuz spacecraft to ISS and back and spent over seven months in space. Before this, he was a USAF F-16 pilot and test pilot. He is a senior fellow at the National Center for Energy Analytics, where he researches and writes about energy policy. Mr. Virts is also a guest lecturer at Harvard Business School and the USC School of Cinematic Arts. He has developed several TV and film projects. He has authored multiple books, including a reproduction of the Apollo 11 flight plan, The Astronaut's Guide to Leaving the Planet (children's book), How to Astronaut, and National Geographic's A View From Above.
For more information, see: https://www.linkedin.com/in/terry-virts-146a5939/
Mr. Anders Eriksson has a strong background in top management and company development, including at Dignitas Systems AB, where he was a key shareholder and CEO during a period when the Company grew via merger and was listed in Stockholm (Aktietorget). Under Anders' leadership, the Company was later taken private by a US private equity firm as part of their buy-and-build strategy. Today, he acts as a private investor, including in the Indonesia-based Company Tripper, which provides bulk and processed cinnamon in a manufacturing process akin to Eevia's.
For more information, see: https://www.linkedin.com/in/anders-eriksson-4208b6a/
Third new member: The Company also has one more candidate prepared as new Board member, but vetting and conflict of interest process is still ongoing. So, we will revert with the name and more information in separate press release as soon as possible. However, this candidate has extensive international experience in Research and Development within the nutritional healthcare industry, with a Ph.D. in Biochemistry with Nutrition. She has worked as director of health and functional nutrition for one of the leading companies in consumer healthcare and has numerous publications and patents.
The Board will then have a diversity of backgrounds and possible contributions:
- Terry Virts, Team builder, coach, and crisis management expert
- Anders Eriksson, Senior executive experience, strategy and turnaround competence
- Dr. NN, Scientific expert within nutraceuticals and gut health in particular
- Per Benjaminsen, Nutraceutical expertise and growth management
- Oskar Wegelius, Expert in process industry chemistry and engineering
The term of office will continue until the next Annual General Meeting as stipulated in the Articles of Association.
- Resolution on the remuneration of the members of the Board of Directors
The suggested remuneration to the Board is as follows:
Chairman: EUR 20,000 paid in shares in the company @ EUR 0,05 per share
Members: EUR 10,000 paid in shares in the Company @ EUR 0,05 per share
This is a suggestion and the renumeration to be considered more carefully among shareholders before the EGM and agreed with the new Board.
- Confirmation of the remaining authorization to the Board of Directors to decide on the issuance of shares, options, and other special rights
The Extraordinary General Meeting of Shareholders on June 5, 2024, resolved to authorize the Board to issue 70 million shares in the Company. The Board of Directors undertook a Rights issue in July 2024 that included the issuance of 28,641,604 million shares. Another 2,700,107 shares were issued in a direct share issue in August. Hence, 38,658,289 shares out of the 70,000,000 share authorization have not been utilized or issued.
To clarify the remaining authorization, the Board asks the Extraordinary General Meeting to resolve to re-authorize the Board of Directors to issue the remaining 38,658,289 shares as set out in the paragraph above. Hence, the Board is authorized to decide, in one or more transactions, on the issuance of shares and the issuance of options and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as follows:
The Extraordinary General Meeting of Shareholders today resolved to re-confirm the authorization to issue up to a total of 38,658,289 shares.
The Board of Directors decides on all other terms and conditions of issuing shares, options, and other special rights entitled to shares. If there is a weighty financial reason for the Company, the issuance of shares, options, and other special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The authorization is valid until June 30, 2025.
B. Documents of the General Meeting
This notice, including all the proposals relating to the agenda of the General Meeting, is available on Eevia Health Abp's website at www.eeviahealth.com. The documents mentioned above will also be available at the meeting. Minutes of the General Meeting are available on the website mentioned above.
C. Instructions for the participants
1. Shareholder registered in the shareholders' register
Each shareholder registered on October 24, 2024, in the Company's shareholders' register held by Euroclear Finland Ltd. has the right to participate in the General Meeting. A shareholder whose shares are registered on their Finnish book-entry account is registered in the Company's shareholders register.
A shareholder who wants to participate in the General Meeting shall register for the meeting by October 30, 2024, at 16:00 (Finnish time), by which time the registration shall be received. The registration may take place:
a) By email to address [email protected];
b) by mail to Eevia Health Abp, General Meeting, Koulukatu 14, 60100 Seinäjoki, Finland.
The requested information shall be given in connection with the registration, such as name, personal identification number, address, email address, the name of a possible assistant or proxy representative, and the personal identification number of a proxy representative. The personal data given to Eevia Health Abp is used only in connection with the General Meeting and the processing of related necessary registrations and for shareholder communication. Shareholder, his/her/its representative or proxy representative shall, when required, be able to prove his/her/its identity and right of representation.
2. Holder of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of shares based on which he/she/it on the record date of the meeting, i.e., on October 24, 2024, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder has, on the basis of such shares, been registered into the temporary shareholders' register of the Company held by Euroclear Finland Ltd. at the latest on October 29, 2024, by 10:00 (Finnish time). Regarding nominee-registered shares, this constitutes a due registration for the General Meeting.
A holder of nominee-registered shares is advised without delay to request necessary instructions regarding the registration in the temporary shareholder's register of the Company, the issuing of proxy documents, and registration for the General Meeting from their custodian bank. The account management organization of the custodian bank must register a holder of nominee-registered shares who wants to participate in the General Meeting into the temporary shareholders' register of the Company at the latest on the date and time mentioned above.
3. Shares registered at Euroclear Sweden AB
Shareholders whose shares are registered in Euroclear Sweden AB's securities system and who want to participate in the General Meeting and use their voting rights shall be registered at the shareholder's register held by Euroclear Sweden AB on October 25, 2024, at the latest.
To be entitled to request for temporary registration in the shareholder's register of Eevia Health Abp held by Euroclear Finland Ltd., a shareholder of nominee-registered shares shall request that his/her/its shares be temporarily registered under his/her/its name in the shareholder's register held by Euroclear Sweden AB and to ensure that the custodian bank will send the request mentioned above for temporary registration to Euroclear Sweden AB. Registration shall be made on 31 October 2024 at the latest; therefore, a shareholder shall request his/her/custodian bank before the above date.
A shareholder whose shares are registered in the securities system of Euroclear Sweden AB and who intends to participate in the General Meeting and use his/her/its voting right shall request for temporary registration of his/her shares to the shareholder's register of Eevia Health Abp held by Euroclear Finland Ltd. The request to Eevia Health Abp shall be made in writing at the latest on October 31, 2024, at 10:00 (Swedish time). The temporary registration through Eevia Health Abp constitutes due registration for the General Meeting.
4. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her/its rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise provide reliable evidence of the right to represent the shareholder. The authorization applies to one meeting unless otherwise stated. When a shareholder participates in the General Meeting using several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered via email to [email protected] or by mail to Eevia Health Abp, General Meeting, Koulukatu 14, 60100 Seinäjoki, Finland, before the end of the registration period.
5. Other instructions and information
Pursuant to Chapter 5 Section 25 of the Finnish Companies Act, a shareholder at the General Meeting has the right to request information concerning the matters to be handled at the meeting.
On the date of the notice to the General Meeting, 7 October 2024, the total number of shares in Eevia Health Abp is 64,355,488. Each share carries one vote at the General Meeting.
Seinäjoki, 7 October 2024
EEVIA HEALTH ABP
Board of Directors
For more information:
Stein Ulve, CEO, Eevia Health Abp Martin Bjørklund
Email: [email protected] [email protected]
Telephone: +358 400 22 5967 Telephone: +47
About Eevia
Eevia Health Plc, founded in March 2017, addresses significant health problems with bioactive compounds extracted from plant materials. The materials are primarily wild harvested from the pristine Finnish and Swedish forests near or above the Arctic Circle. The extracts are sold B2B as ingredients to dietary supplements and food brands globally, and these global brands utilize the ingredients in their consumer product formulas.
Eevia Health is a manufacturer of 100% organically certified plant extracts. Although a significant product, Elderberry extract, is made from cultivated berries, most of Eevia's other raw materials, such as bilberry, lingonberry, chaga-mushroom, and pine bark, are wild-harvested sustainably.
Eevia Health operates a modern green-chemistry production facility in Finland. Manufacturing natural ingredients near the raw material harvest areas, Eevia offers a short value chain with an environmentally friendly carbon footprint, competitive pricing, and extreme transparency. In June 2021, Eevia listed its shares at the Spotlight Stock Market in Sweden under the short name (ticker) EEVIA.
To learn more, please visit www.eeviahealth.com or follow Eevia Health on LinkedIn@EeviaHealth.
Om Eevia Health
Eevia Health targets health problems with bioactive extracts from plant material. The human body has an incredible ability to restore good health. However, sometimes the body needs active support. Our mission is to support good health and well-being with plant extracts which have scientifically documented health benefits. Eevia Health manufactures and markets organic ingredients from abundant plant material in the Arctic. Our products are targeted against low-grade inflammation, problems in eye and brain health, and metabolic effects. We collaborate with scientists in Finland and abroad to scientifically substantiate the positive effects of ingredients and also to document the safety of use.
