EXTRAORDINARY GENERAL MEETING 2025
Resolutions of the Extraordinary General Meeting of Rush Factory Plc
The Extraordinary General Meeting of Rush Factory Plc (“Rush Factory” or the “Company”), held today on 16 April 2025, approved the acquisition of Sunborn International Holding Oy (“SBIH”) by way of a share exchange (the “Share Exchange”) and resolved on related authorisations of the Board of Directors to issue shares and amendments to the Articles of Association. The Extraordinary General Meeting approved the Board of Directors’ proposals as presented.
Approval of the Share Exchange
In accordance with the proposal of the Board of Directors, the General Meeting resolved to approve the Share Exchange, under which Rush Factory will acquire the entire share capital of SBIH. The arrangement was unanimously approved at the General Meeting also by shareholders independent of the arrangement. The approval of the shareholders independent of the arrangement was a condition of the exemption granted by the Finnish Financial Supervisory Authority from the obligation to launch a mandatory public tender offer.
The implementation of the Share Exchange remains subject to other customary closing conditions.
Authorisation of the Board of Directors to Resolve on the Issuance of New Shares as Consideration Shares to the Shareholders of SBIH
The General Meeting resolved to authorise the Board of Directors, in accordance with its proposal, to resolve on a directed share issue to the shareholders of SBIH as consideration shares. Based on the authorisation, a maximum of 565,000,000 new shares may be issued. The Board of Directors was authorised, within the limits permitted by the Finnish Companies Act, to decide on all other terms and conditions relating to the issuance of shares and the rights attached to the shares, including deviation from shareholders’ pre-emptive subscription rights.
The authorisation is valid until 31 December 2025 and does not replace or revoke any previous unused authorisations of the Board of Directors.
Amendment of the Articles of Association
The General Meeting resolved to amend the Articles of Association in their entirety so that the amended Articles of Association shall enter into force immediately after the completion of the Share Exchange.
Board of Directors
The number of members of the Board of Directors was confirmed as six (6). The General Meeting resolved to elect Samuli Koskela, Jakob Eliasson, Jussi Majamaa, Hans Niemi, Karen Thomson, and Xavier Valero as new members of the Board of Directors. Samuli Koskela was elected as Chair of the Board.
The following annual remuneration was resolved for the members of the Board of Directors:
EUR 48,000 for the Chair of the Board; and
EUR 24,000 for each Board member.
The annual remuneration shall be paid in proportion to the length of the Board member’s term of office, such that for each commenced month until the next Annual General Meeting, remuneration accrues in an amount corresponding to one twelfth (1/12) of the annual remuneration. Board members who are in an employment or service relationship with the Company shall not be paid separate Board remuneration. Travel expenses and other costs directly related to Board work shall be reimbursed in accordance with the Company’s valid policy.
These resolutions are conditional upon the completion of the Share Exchange.
Authorisation of the Board of Directors to Resolve on a Directed Share Issue to PM Ruukki Oy, Jerovit Investment Oy, Niemelän Markka & Ropo Oy, and Markus Niemelä
The General Meeting resolved to authorise the Board of Directors, in accordance with its proposal, to resolve on a directed share issue to PM Ruukki Oy, Jerovit Investment Oy, Niemelän Markka & Ropo Oy, and Markus Niemelä. Based on the authorisation, a maximum of 4,167,334 new shares may be issued. The Board of Directors was authorised, within the limits permitted by the Finnish Companies Act, to decide on all other terms and conditions relating to the issuance of shares and the rights attached to the shares, including deviation from shareholders’ pre-emptive subscription rights.
The authorisation is valid until 31 December 2025 and does not replace or revoke any previous unused authorisations of the Board of Directors.