NYAB Plc: Resolutions of the Extraordinary General Meeting

29.04.24

NYAB Plc
COMPANY ANNOUNCEMENT
29 April 2024 at 15:00

NYAB Plc: Resolutions of the Extraordinary General Meeting

NYAB Plc’s (“NYAB” or the “Company”) Extraordinary General Meeting was held today, on 29 April 2024, in Helsinki. The Extraordinary General Meeting resolved on the cross-border conversion of the Company and made other resolutions relating to the cross-border conversion, resolved to issue new shares to the Company itself, and resolved to authorize the Board of Directors to resolve on issuances as follows:

Resolutions relating to the cross-border conversion of NYAB Plc

The Extraordinary General Meeting approved the cross-border conversion of the Company in accordance with the cross-border conversion plan approved by the Board of Directors of NYAB dated 4 March 2024 (the “Cross-border Conversion Plan). Pursuant to the Cross-border Conversion Plan, the Company, without being dissolved or liquidated, shall be converted to a Swedish public limited liability company (“Converted Company”) subject to and governed by Swedish law, which shall assume all assets, rights, obligations, and liabilities of NYAB, and shall transfer its registered office to Sweden. The planned date of the execution of the cross-border conversion is 28 June 2024.

The resolutions relating to the cross-border conversion also included adoption of Articles of Association of the Converted Company, election of Ernst & Young AB as auditor of the Converted Company and the remuneration to the auditor of the Converted Company to be paid in accordance with approved invoicing pursuant to agreed quotations, as well as adoption of instructions regarding the Nomination Committee of the Converted Company. Resolutions are conditional upon, and will become effective upon, the registration of the execution of the cross-border conversion with the Swedish Companies Registration Office.

Four shareholders, representing a total of 7,949 shares and votes, requested that the shareholder’s shares would be redeemed in redemption proceedings.

The Cross-border Conversion Plan is available in its entirety at https://nyabgroup.com/en/re-domiciliation/.

Resolution to issue new shares to NYAB itself and to transfer such shares to participants in NYAB’s existing share-based incentive plans

The Extraordinary General Meeting resolved to issue 4,000,000 new shares in NYAB, without payment, to the Company itself and to transfer such shares held in treasury for the purpose of securing delivery of shares in accordance with NYAB’s existing share-based incentive plans. The number of shares corresponds to approximately 0.57 percent of the current number of shares in the Company and approximately 0.56 percent of all shares in the Company upon completion of the share issue. The new shares will be registered with the Finnish Trade Register as soon as possible, in which case the total number of shares in the Company will increase to 710,658,238.

Following the completion of the share issue, the shares held in treasury will be transferred without payment and in deviation from the shareholders’ preferential rights, by way of a directed issuance (transfer), on one or several occasions, to the participants of the Company’s existing share-based incentive plans in accordance with the terms and conditions of the respective plans as decided by the Board of Directors.

Authorization of the Board of Directors to resolve on issuances

The Extraordinary General Meeting authorized the Board of Directors to resolve to issue new shares, convertibles (special rights entitling to shares) and/or warrants against payment in cash, payment in kind, payment through set-off, or otherwise with conditions, on one or several occasions so that the number of new shares, including, if convertibles and/or warrants are issued, the number of shares (before potential recalculations), that may be issued shall not exceed a total of 140,000,000, which corresponds to approximately 20 percent of the current number of shares in the Company. The authorization includes the possibility to deviate from the shareholders’ preferential rights (directed issuance). The Board of Directors is entitled to resolve on all terms and conditions of the issuances. The authorization shall come into effect and replace prior authorization in the Company upon the completion of the above-mentioned cross-border conversion. The authorization is valid until the next Annual General Meeting, however no later than 30 June 2025.

The resolutions of the Extraordinary General Meeting were made in accordance with proposals of the Board of Directors as included in the notice to the meeting published on 13 March 2024 and kept separately available at https://nyabgroup.com/en/administration/general-meeting/. The minutes of the Extraordinary General Meeting will be available no later than 13 May 2024.

Contacts

About NYAB Oyj

NYAB enables the progress of society for future generations with decades of experience from complex and challenging projects. We facilitate the green transition in the Nordics by offering engineering, construction and maintenance services in renewable energy and sustainable infrastructure to customers in the public and private sector. NYAB is headquartered in Oulu and has more than 400 employees at different locations in Finland and Sweden.

NYAB Plc's Certified Adviser is Augment Partners AB, info@augment.se, phone +46 8 604 22 55.

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Skarta and Tohmajärvi municipality to begin cooperation – Eastern Finland’s largest energy project under planning

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Utajärvi

Skarta’s Near Energy project in Utajärvi is progressing – action permit for a solar power plant and Horizon research funding from the EU

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc: Share issue directed to Power Forze AB’s shareholders has been executed and trading in new shares begins

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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SkartaNYAB strengthens its position on the energy construction market in Norrbotten by acquiring Power Forze AB

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Regulatory press releases

Changes in SkartaNYAB Plc’s Executive Management Team

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Regulatory press releases

SkartaNYAB Plc’s half-yearly report 1 January-30 June 2022: Profitable growth in Sweden – challenges in Finland

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Regulatory press releases

SkartaNYAB Plc acquires Power Forze AB and arranges a directed share issue

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Regulatory press releases

SkartaNYAB Plc lowers financial guidance for 2022 and publishes preliminary information on key figures of the first half of the year

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Sitema has been awarded ISO 9001, 14001 and 45001 certificates

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc: The final outcome of the personnel share issue 2022

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Regulatory press releases

SkartaNYAB and Uusiutuva Energia Karahka Oy have signed a BoP agreement for a Karahka wind park in Oulainen

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SkartaNYAB and Uusiutuva Energia Karahka Oy have signed a BoP agreement for a Karahka wind park in Oulainen

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Skarta will build a wind farm in Pajuperänkangas with a new customer, ABO Wind

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Skarta signed a contract with SSAB regarding construction project of new office building, as well as research and laboratory facility, to Raahe plant

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Skarta and the Centre for Economic Development, Transport and the Environment for Lapland signed an extensive contract on the Jokikylä bridge in Oulu

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SkartaNYAB has signed a comprehensive framework agreement with the Swedish Transport Administration

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Regulatory press releases

SkartaNYAB has signed a significant frame agreement with Swedish Transport Administration

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Regulatory press releases

SkartaNYAB Plc establishes new share-based incentive plans

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Skarta signs two contracts with LKAB for the execution of infrastructure projects

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Skarta will be making everyday life effortless and clean also in Pirkanmaa – Skarta was awarded the contract for the building of pumping stations for Tampere Region Central Wastewater Treatment Plant

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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NYAB wins customer trust

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc publishes new long-term financial targets

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Regulatory press releases

SkartaNYAB Plc’s business review 1 January-31 March 2022 (unaudited): Stable performance in seasonally weakest quarter, high orderbook enables good outlook for the rest of the year

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Regulatory press releases

SkartaNYAB Plc: Resolutions of the Annual General Meeting

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Regulatory press releases

SkartaNYAB has signed a financing agreement of SEK 135 million

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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NYAB signs extensive agreement with Piteå municipality

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Regulatory press releases

SkartaNYAB Plc: Notice to the Annual General Meeting

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc: Annual report from financial year 2021 has been published

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Magnus Granljung takes over as CEO of NYAB

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc: Trading in new shares began at First North marketplace

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

Johan Larsson appointed as CEO of SkartaNYAB Plc – also other changes in the management team

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Regulatory press releases

SkartaNYAB Plc: Decisions of the Board of Directors’ organizing meeting

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Regulatory press releases

SkartaNYAB Plc publishes pro forma information regarding the acquisition of NYAB Group

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Regulatory press releases

SkartaNYAB Plc: Board of Directors decided on the closing of the NYAB transaction – changes in the name and members of the Board of Directors

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vidja

The strongest actors in solar energy to cooperate – Skarta and Solarigo aim to build 1,000 megawatts of solar power

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Skarta founded a new business unit – electrical grid business to complement the value chain

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vidja

NYAB moves cultural buildings on behalf of LKAB

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vidja

NYAB signs framework agreement with Huddinge municipality

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vidja

NYAB is awarded three projects in the Ore Fields

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vidja

Skarta Group Plc clarifies the structuring of the NYAB arrangement and timetable, and summons an Extraordinary General Meeting

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NYAB is awarded an energy project in Umeå

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NYAB is awarded the “Operating area Överkalix & Övertorneå” by the Swedish Transport Administration

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Tuulivoimalan perustukset raudoitustyön alkuvaiheessa Juurakon tuulipuistossa Kalajoella. Laadunvarmistus on olennainen osa työvaihetta, ja siihen mennessä työmaalla on dokumentoitu jo monta suunnitelmaa ja pöytäkirjaa.

Quality is the basis of everything for Skarta

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Skarta Group Plc joins forces with Swedish NYAB Group to step up the pace of building a clean future

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Skarta joins forces with Swedish NYAB Group to step up the pace of building a clean future

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Skarta, builder of a clean future, developed a model for the calculation of CO2 emissions that relate to the infrastructure of wind farms

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NYAB contracted for projects in Stockholm and Umeå

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Near Energy at the center of the development of Skarta’s energy business

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vidja

NYAB is awarded an infrastructure contract worth 130 million for Huddinge municipality

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Skarta aims at being at the forefront of hydrogen economy – acquires the first new-generation hydrogen car in Finland for its use

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NYAB wins assignments in the Stockholm area

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First of its kind in Finland – Skarta had a major role in the closure of the Hitura mine

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The bridge over Siikajoki, built by Skarta, was opened to traffic

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Skarta completed the construction work for the Jämsä central sewage treatment plant three months early

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Skarta starts building a wind farm for Puhuri – a third common project for markets in clean energy

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New project for Skarta in Metsä Group’s bioproduct mill site

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NYAB is building a wind farm in Kalajoki at full power

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Skarta has launched new financial targets and strategic main directions – Activities will be expanded towards overall projects in wind power, solar energy, and hydrogen solutions

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Trading in Skarta Group Plc’s new shares began on the First North marketplace

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Skarta’s journey to become a First North company is progressing according to plan – the Board of Directors to have strong expertise in the energy sector

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Skarta got an order worth MEUR 10 from LKAB

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Skarta to build the foundations for EPV Energia’s wind farm in Närpiö

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NYAB wins the Group’s largest contract of all time

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Kuvituskuva, nainen ja mies tietokoneella

Job opportunities at Skarta

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vidja

NYAB is awarded assignments by Nacka municipality and the Swedish Fortifications Agency in Kiruna municipality

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Skarta Group seeks momentum for growth on the stock market

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Skarta to partner with Atria on a major wind power project

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NYAB is building a new road and bridge for Skellefteå municipality

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Skarta Energy Oy to be a new wind power subsidiary

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NYAB is awarded a bridge contract in Stockholm

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Skarta Finland started work on the construction site of the Kemi bioproduct factory

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HS-Vesi invests in Paroinen treatment plant in Hämeenlinna

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VSB selected NYAB as the main contractor for the Juurakko wind farm

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