Evolva’s Board of Directors intends to further strengthen its expertise at upcoming AGM and proposes, among others, the following agenda items:

Evolva Holding SA / Key word(s): AGMEGM/Personnel

22-March-2022 / 07:01 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

Ad Hoc Announcement (PDF)

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

• Election of Andreas Pfluger, a senior leader with broad international experience especially in consumer goods industries, as Richard Ridinger is not standing for re-election, but will continue to support Evolva in an advisory role
• Election of Andreas Weigelt as Board representative of shareholder Veraison
• Increase of the existing conditional capital and the existing authorized capital to allow for strategic and financial flexibility
• Strengthening of corporate governance and shareholder rights
   

Reinach, March 22, 2022 - Evolva (SIX:EVE), a pioneer in the field of natural molecules and industrial biotech, has transformed in recent years from an R&D stage company with services-based revenues to a commercial company with an innovative technology at its core and a product-based revenue model. Evolva now has a promising portfolio of nature-based ingredients produced by fermentation which it markets to the food, flavour and fragrances as well as health and wellness industries. This important strategic transformation has been initiated and steered by the current Board of Directors to which Richard Ridinger, member since April 2020, has contributed substantially.
 

Elections

Richard Ridinger has decided not to stand for re-election at the upcoming Annual General Meeting (AGM) as the next development phase of Evolva demands even more time from Board members. Given other mandates and commitments, Richard Ridinger thus decided to move into an advisory role to the Evolva Board.

The Board of Directors proposes the election of two new members, namely Andreas Pfluger and Andreas Weigelt, broadening the competencies in commercialization in relevant end markets as well as in finance, and bringing the total number of Board members to five.

Andreas Pfluger brings extensive commercial and operational experience on an executive level with substantial P&L responsibilities and a proven track-record of transformational development in building profitable businesses. As Board member and Private Equity investor, he is currently advising consumer goods companies in the US and Europe. Until 2019 he was CEO North America of Lindt & Sprüngli and Member of Lindt Group Management. Prior career steps include senior roles in global consumer goods companies in Europe, Asia, North America and Australia. Andreas Pfluger holds an MBA from the University of Fribourg, Switzerland, and completed the IMD Executive Leadership course.

Andreas Weigelt is CEO and Senior Partner of Veraison Capital. He is proposed to join the Board of Directors as shareholder representative of Veraison, which acquired a position of 6.2% in Evolva's share capital in November 2021. Andreas Weigelt is a strategy and finance expert with a focus on enhancing value by contributing to corporate development as engaged shareholder. Previous roles include management positions at listed Arbonia Group and as a principal at the Boston Consulting Group in Zurich. Andreas Weigelt graduated with a masters degree from the University of St. Gallen, Switzerland, and holds an MBA from the Nanyang Technological University in Singapore.

Beat In-Albon, Chairman of Evolva, said: 'We thank Richard Ridinger for his outstanding contributions and his commitment to the strategic and corporate development over the past two years. His exceptional experience in the Life Sciences industry has been invaluable in driving the transformation and laying the foundation for the promising growth prospects of Evolva. At the same time, I look forward to welcoming the proposed new members to the Board of Directors on occasion of the AGM on April 12, 2022. Together with the strengthened leadership team, we strive to lead Evolva in its next phase of development and commercialization.'

Richard Ridinger added: 'The past two years were intense, yet rewarding, as we could set the operative foundation for Evolva becoming a commercial company generating substantial revenue growth with its own and increasing product portfolio. Evolva is now well positioned to drive commercialization going forward and to enter the next development phase. I look forward to further advising Evolva as it progresses to the next level and to participating in this by increasing my shareholdings in the company as a commitment and sign of trust in the Board, the new leadership team and the promising prospects.'
 

Increase of conditional and authorized capital

The Board of Directors has initiated discussions with strategic partners, with the aim of further strengthening the business model through complementary capabilites and synergies on an operational and commercial level. To allow for strategic and financial flexibility, the Board of Directors proposes an increase in the existing conditional share capital to reach a maximum of 20% of its ordinary share capital and an increase in the existing authorized capital to reach a maximum of 10% of its ordinary share capital. The grounds under both, the conditional and authorized capital, for excluding the pre-emptive subscription rights and the shareholders' subscription rights, respectively, shall be extended to include 'strategic cooperations'.
 

Shareholder rights

The Board of Directors aims to strengthen shareholders' rights by lowering the thresholds for convening general meetings and for adding items to the agenda. In addition, the deadline for submitting requests for items to be included on the agenda is to be shortened in favor of shareholders, so that such requests are still possible after publication of the annual results.

• Threshold for convening extraordinary shareholders' meetings to be lowered from 10% to 5%
• Threshold for the inclusion of items on the agenda to be lowered to 0.5%
• Deadline for adding items to the agenda to be shortened from 45 to 35 days before the AGM

Documentation

The Invitation to the AGM 2022, including all proposed agenda items, was sent to registered shareholders today and is also available at evolva.com/shareholder-info/annual-general-meeting-of-shareholders.
 

In line with the 'COVID-19 Ordinance 3', physical attendence by the shareholders at this year's AGM is not possible. Shareholders may cast their votes by written or electronic power of attorney to the independent proxy.
 

Important dates

April 12, 2022           Annual General Meeting
August 25, 2022         Half-year 2022 Report

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 health, wellbeing and sensory enjoyment. 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.

Contact
Thomas Schneckenburger, PhD, CFA
Head of Investor and Corporate Relations
+41 61 485 2003
+41 79 407 9952
thomass@evolva.com