Vow ASA: Notice of Extraordinary General Meeting in connection with the Rights Issue
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Oslo, 29 October 2024: Reference is made to the stock exchange announcement published by Vow ASA (the “Company“) on 27 September 2024, regarding the contemplated fully underwritten rights issue in the Company, raising gross proceeds of NOK 250,000,000 (the “Rights Issue“).
The Company hereby calls for an extraordinary general meeting to be held on Tuesday 19 November 2024 at 18:00 hours (CET) to inter alia resolve (i) the Rights Issue, and (ii) an authorisation to the board of directors of the Company to issue new shares in connection with the settlement of fees to the underwriters of the Rights Issue.
The subscription price in the Rights Issue, and thus the final number of new shares and the exact amount of the share capital increase, will be set based on the theoretical share price exclusive of the subscription rights (TERP) based on the volume-weighted average price (VWAP) of the Company’s shares on Euronext Oslo Børs during the last three trading days prior to the extraordinary general meeting (with the date of the extraordinary general meeting being the last day), less a discount of approximately 30%. The proposed final subscription price in the Rights Issue and thereby also the proposed exact number of new shares to be issued will thus be announced on newsweb.no shortly prior to the extraordinary general meeting. The final subscription price and final number of new shares to be issued, will be determined by the extraordinary general meeting. Votes cast at the general meeting, and voting instructions provided to proxies in advance of the general meeting, will thus apply for the finally proposed resolution.
Further, reference is made to the stock exchange announcement published by the Company on 11 September 2024, where it was announced that the chair of the board of directors of the Company, Narve Reiten, recommended the nomination committee to start the work to identify a new chair of the board. Following such announcement, the nomination committee has held several meetings to discuss the composition of the board of directors and identify potential candidates, with an aim to ensure (i) that the recommendation reflects the views of the largest shareholders, (ii) that the proposed board of directors has the necessary expertise and experience to handle the Company’s strategic and operational challenges, and (iii) that the board of director’s composition is balanced in terms of gender.
On this background, the nomination committee proposes that the extraordinary general meeting resolves to elect a new board of directors of the Company, comprising the following members: Thomas Fredrick Borgen (chair), Egil Haugsdal (board member), Elin Steinsland (board member), Maria Tallaksen (board member) and Kristin Herder Kaggerud (board member), and that the new board of directors accede their positions immediately following the extraordinary general meeting, and is elected until the annual general meeting of the Company in 2026. The nomination committee is also considering the possibility of proposing that an additional member be elected to the Company’s board of directors. This will in case be announced on newsweb.no, at least one week prior to the extraordinary general meeting is held.
The general meeting will be held electronically through Lumi AGM.
For more information, please see the attached notice of the extraordinary general meeting. The nomination committee’s recommendation will be available on the Company’s website, https://www.vowasa.com/.
For more information, please contact:
Henrik Badin, CEO, Vow ASA
Tel: +47 90 78 98 25
Email: henrik.badin@vowasa.com
Tina Tønnessen, CFO, Vow ASA
Tel: +47 406 39 556
Email: tina.tonnessen@vowasa.com
About Vow ASA
Vow and its subsidiaries Scanship, C.H. Evensen and Etia are passionate about preventing pollution. The company’s world leading solutions convert biomass and waste into valuable resources and generate clean energy for a wide range of industries. Advanced technologies and solutions from Vow enable industry decarbonisation and material recycling. Biomass, sewage sludge, plastic waste and end-of-life tyres can be converted into clean energy, low carbon fuels and renewable carbon that replace natural gas, petroleum products and fossil carbon. The solutions are scalable, standardised, patented, and thoroughly documented, and the company’s capability to deliver is well proven. The company is a cruise market leader in wastewater purification and valorisation of waste. It also has strong niche positions in food safety and robotics, and in heat-intensive industries with a strong decarbonising agenda. Located in Oslo, the parent company Vow ASA is listed on the Oslo Stock Exchange (ticker VOW).
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