Evolva shareholders approve all motions proposed by the Board at today’s Annual General Meeting

The shareholders approved, among others:

• The Reverse stock split of 250:1, followed by a reduction of the par value of the shares to CHF 1.00
• Introduction of a capital band of up to +/- 20% of current share capital
• Re-election of all board members and election of Stephan Schindler as Chairperson, ensuring continuity in the Board

Reinach, 18 April 2023 — Evolva (SIX: EVE), a pioneer in the field of natural molecules and industrial biotech, today held its Annual General Meeting (AGM) in Basel. Shareholders approved all proposals put forward by the Board of Directors by a large majority.

Stephan Schindler, newly elected Chairperson of Evolva, stated: “We thank our shareholders for their ongoing support and trust as expressed by their approval of all suggested agenda items by a large majority. Together with my colleagues on the Board and in close collaboration with our CEO Christian Wichert and his team, we strive to build on the solid foundation which the new leadership team has been able to lay over the past 12 months and to further accelerate the profitable growth of Evolva to deliver long-term value to our shareholders.”

The shareholders approved the following proposals of the Board:

• Management Report, the Annual Financial Statements and the Consolidated Financial Statements, each for the financial year 2022.
• Compensation Report 2022 in a consultative vote.
• Discharge from liability of the members of the Board of Directors and the Executive Management for the fiscal year 2022.
• Appropriation of the Annual Result for 2022.
• Reverse stock split: the consolidation of the Evolva shares with a reverse split ratio of 250:1. Furthermore, shareholders approved the ordinary capital increase for fractional compensation of CHF 11.45 as needed for the implementation of the reverse stock split.
• Reduction of par value: Following the reverse stock split, the par value of all outstanding shares was reduced to CHF 1 through a declarative capital reduction.
• Adaptation of Conditional Capital: The conditional capital contained in Article 3a and Article 3c of the Articles of Association was adapted in line with the reverse stock split and the reduction of the par value.
• Election of Directors: re-elections of all members of the Board: Mr. Beat In-Albon, Mr. Stephan Schindler, Mr. Christoph Breucker, Mr. Andreas Pfluger and Mr. Andreas Weigelt
• Election of Chair: Mr. Stephan Schindler was elected as Chairperson.
• Election to the Compensation Committee: the re-election of Christoph Breucker and Andreas Pfluger.
• Election of the auditor: the re-election of MAZARS AG, Zurich, for a one-year term.
• Election of the independent proxy: the re-election of Dr. Oscar Olano, staehelin olano Advokatur und Notariat, Basel, for a term of one year.
• Compensation of the Board of Directors: Approval of the maximum compensation until the AGM 2024.
• Compensation of the Executive Management: Approval of the maximum compensation for the period from 1 July 2023 to 30 June 2024.
• Introduction of the capital band: Introduction of a capital band of +/- 20% of share capital , replacing the previous authorized capital.
• Further amendments to the Articles of Association as a result of revised corporate law.

Documentation

The Invitation to the AGM 2023 with all proposed agenda items is available on the company’s website under this [Link]. The minutes of the AGM will be posted on the AGM page within one week [Link].

Important dates

24 August 2023 Half-year 2023 results 

Contact

Doris Rudischhauser

Head of Investor Relations and Corporate Communications

+41 79 410 81 88

dorisr@evolva.com

About Evolva

Evolva is a Swiss biotech company focused on the research, development and commercialization of ingredients based on nature. We have leading businesses in Flavors and Fragrances, Health Ingredients and Health Protection. Evolva’s employees, half of which are women, are dedicated to make the best products that can contribute to wellness, health and sustainability. Find out more at evolva.com and connect with us on LinkedIn.

For Evolva multimedia content, please visit: evolva.com/multimedia-library.

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.