Evolva Holding SA shareholders elect Clearway representatives to the Board of Directors

Evolva Holding SA / Key word(s): AGMEGM

27-March-2025 / 11:10 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

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

Evolva Holding SA shareholders elect Clearway representatives to the Board of Directors

Reinach, Switzerland, 27 March 2025 — Evolva Holding SA (SIX: EVE) (“Evolva”) today held its Annual General Meeting (“AGM”) in Basel. The shareholders elected two representatives of Clearway Capital Partners ICAV, Dublin, Ireland (“Clearway”), Evolva’s largest shareholder, to into the Board of Directors (“BoD” or “Board”) and into the Compensation Committee. The shareholders also elected Mr. Gianluca Ferrari of Clearway as Chairman.

The shareholders approved the following proposals of the Board and of the shareholder Clearway with following majorities:

• Approval of the Management Report, the Annual Financial Statements and the Consolidated Financial Statements 2024 with 99.26% of the votes cast (votes cast: 4,065,754 votes of the total outstanding shares/votes of 7,230,626);
• Approval of the Compensation Report 2024, in an advisory vote, with 97.86% of the votes cast (votes cast: 4,058,205 votes of the total outstanding shares/votes of 7,230,626);
• Discharge from liability of the members of the BoD for the fiscal year 2024 with 97.01% of the votes cast (votes cast: 4,035,665 votes of the total outstanding shares/votes of 7,230,626);
• Appropriation of the Annual Result for 2024 with 99.26% of the votes cast (votes cast: 4,036,645 votes of the total outstanding shares/votes of 7,230,626);
• Approval of the continuation of M&A activities, in an advisory vote, with 99.18% of the votes cast (votes cast: 4,075,227 votes of the total outstanding shares/votes of 7,230,626);
• Election of Mr. Ferrari and Mr. Defila of Clearway as new members of the Board with 66.04% and 64.56%, respectively, of the votes represented (votes represented: 3,968,753 and 3,969,235 votes, respectively, of the total outstanding shares/votes of 7,230,626);
• Election of Mr. Ferrari as Chairman of the Board with 64.06% of the votes represented (votes represented: 4,002,330 votes of the total outstanding shares/votes of 7,230,626);
• Election of Mr. Ferrari and Mr. Defila into the Compensation Committee with 64.44% and 64.40%, respectively, of the votes represented (votes represented: 3,987,335 and 3,987,413 votes, respectively, of the total outstanding shares/votes of 7,230,626).
• Election of the auditors: the re-election of FORVIS MAZARS AG, Zurich, for a one-year term with 99.72% of the votes cast (votes cast: 4,077,833 votes of the total outstanding shares/votes of 7,230,626);
• Election of the independent proxy: the re-election of Dr. Oscar Olano, Basel, for a one-year term with 98.14% of the votes cast (votes cast: 4,075,457 votes of the total outstanding shares/votes of 7,230,626.
• Compensation of the Board of Directors: Approval of the maximum compensation of
  CHF 0.00 as proposed by the incoming Board until the AGM 2026 with 96.06% of the votes cast (votes cast: 4,060,577 votes of the total outstanding shares/votes of 7,230,626).

As announced in the AGM invitation, agenda item 6 (Dissolution, Delisting) was not put to the shareholders’ vote during today’s AGM after the shareholders approved agenda item 5 (Continuation of M&A activities). Similarly, the shareholders did not vote on agenda items 7.2 (Current BoD election), 7.4 (Re-election current Chairman of the Board) and 7.6 (Re-Election Compensation Committee) after the shareholders elected the Clearway representatives into the Board and into the Compensation Committee and Mr. Ferrari as Chairman. As announced in the AGM invitation, the previous Board members Stephan Schindler and Beat In-Albon did not stand for re-election since the Clearway representatives were elected.

Gianluca Ferrari, incoming Chairman of Evolva, said: “We thank shareholders for their support and look forward to working to create long-term, sustainable value for all shareholders.”
 

Documentation
The invitation to today’s AGM 2025 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 in due course.

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.             
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.