Shareholder Clearway requests general meeting

PRESS RELEASE | AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR
 

Shareholder Clearway requests general meeting

Reinach, Switzerland, 4 February 2025 — Evolva Holding SA (SIX: EVE) ("Evolva") received a letter yesterday by its largest shareholder Clearway Capital Partners ICAV, Dublin, Ireland ("Clearway") in which Clearway requests a general meeting of Evolva shareholders to be held.

Clearway, Evolva’s largest shareholder with a latest reported shareholding of 19.325%, requests a meeting of shareholders with the following agenda items and motions (the language in the Clearway letter is reproduced verbatim below):

Agenda item 1: Removal of current board members:

• Motion: the shareholders meeting shall decide to remove the current members of the board (chairperson and vice-chairperson) Stephan Schindler and Beat In-Albon.

Agenda item 2: Election of new board members:

• Motion 1: the shareholders meeting shall elect Gianluca Ferrari, Italian citizen, residing in Frankfurt, Germany as new member of the board of directors.
• Motion 2: the shareholders meeting shall elect Francesco Defila, Italian citizen, residing in Bologna, Italy as new member of the board of directors.
• Motion 3: the shareholders meeting shall elect Gianluca Ferrari as chairperson of the board of directors.

Agenda item 3: Election of the compensation committee:

• Motion 1: the shareholders meeting shall elect Gianluca Ferrari, Italian citizen, residing in Frankfurt, Germany as member of the compensation committee.
• Motion 2: the shareholders meeting shall elect Francesco Defila, Italian citizen, residing in Bologna, Italy as member of the compensation committee.

Clearway alleges that the current plans of the Board of Directors are not in the best interest of shareholders, which is why Clearway intends to pursue an alternative plan to maximize shareholder value. At the last Annual General Meeting (AGM) of 12 April 2024, the Board of Directors obtained a mandate to pursue opportunities in the area of public mergers and acquisitions, in particular reverse takeovers.

The Board of Directors will review, discuss and comment on the agenda item requests in due course, at the latest when the invitation to this year's AGM is published, which is currently planned for the last week of March 2025. The Board of Directors intends to include Clearway's agenda items on the agenda for the AGM.
 

Contact Evolva
Doris Rudischhauser
Investor Relations and Corporate Communications
+41 79 410 81 88
investors@evolvaholding.com

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.             
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