Reference is made to the calling notice for an extraordinary general meeting to be held in REC Silicon ASA (“REC” or the “Company”) on 21 October 2022 where it is proposed to appoint three new board members, while two of the current board members will be resigning.
The board of directors would like to take this opportunity to share some further background information concerning the proposal.
The current board of directors was appointed at an extraordinary general meeting on 2 May 2022, in connection with the announced transaction between Aker Horizons, Hanwha Corporation and Hanwha Solutions Corporation. As explained in the stock exchange announcement of 22 April 2022 the purpose was to replace the former board members who were resigning and to reflect the new ownership situation in the Company. The board members were elected with a majority of 98% of the votes cast at the extraordinary general meeting.
Since being elected, the current board has focused its efforts on strengthening the Company and preparing for the long-awaited reopening of Moses Lake. The board believes this represents an important strategic priority for the Company, but it is not risk-free and requires large investments. The Company has enjoyed significant and crucial support from Hanwha in this process, which was essential to unlock the necessary investments.
On 30 November 2021, before Hanwha Solutions completed its first share acquisition in the Company, James May was appointed interim CEO to replace the former CEO, Tore Torvund, who had to step down for health-related reasons. After the appointment of the interim CEO, the former board of directors had started searching for candidates qualified for the position as the new CEO in REC. The search was temporarily suspended by the former board, due to the transaction between Aker Horizons and Hanwha, and the search was then resumed by the new board after its appointment in May 2022. It has been of high importance for the board of directors to appoint the most suitable CEO to lead the Company henceforward. Based on a thorough consideration of the Company’s direction and strategic priorities going forward, the board decided that the Company needed a new CEO with strong leadership and management skills and the necessary technical, operational, and commercial understanding of the Company’s assets, operations and strategies.
It was based on this backdrop, that Kurt Levens was announced as the new CEO on 28 September 2022. Mr. Levens is a former Senior Vice President of REC Silicon ASA and has been a committed member of the REC family since 2002. The board strongly believes that the current CEO and the current management team are the right persons to lead the Company through the next phase of its development. The Company has been through a long period without production at Moses Lake and will now finally be able to resume normal operations under leadership of the competent management team.
After having taken these important steps to reposition the Company to take it to the next level, the board believes that the Company is in now need of appointing new board members with strong financial and industrial knowledge, and capable of supporting the management to deliver on the strategy of the Company. While the current board has included senior representatives from Hanwha, the Company’s next phase will be focused on securing a successful reopening of Moses Lake, operational improvements and strengthening its position in the market.
A new nomination committee was elected at the annual general meeting in 2022, with support from 99.9% of the votes cast. The nomination committee has prepared the proposal for new directors to be elected by the general meeting on 21 October 2022. The board is pleased with the proposals from the nomination committee, and considers that this will give the Company a well-composed board with strong competence, experience and diversity. Tae Won Jun is an expert in corporate finance and investment management. Dong Kwan Kim is an expert in corporate mid-to-long term strategy and photovoltaic and renewable energy industry. Finally, Vivian Bertseka is an investment expert in the climate and sustainability industries. All of the nominated board members have a wealth of experience, and the board is confident that they will be well-qualified and well positioned to work effectively with the management to lead the Company through the challenging but important times of global economic and energy transitions ahead. For the sake of good order, the board also notes that the current director, Dr. Renate Oberhoffer-Fritz, will remain as a member of the board of directors to ensure continuity and help with a smooth transition for the newly appointed board.
The board appreciates all feedback that has been received from shareholders and investors during the past months since the current board was appointed. Overall, there has been a positive development and the board has taken due notice of the views that have been expressed.
The board respects and is committed to comply with good standards of corporate governance, and this firm commitment is also shared by the nominated board members. Accordingly, all board appointments and related procedures are carried out in accordance with Norwegian statutory rules. The same commitment also applies in the case of related party transactions, if any, and the board of directors are mindful of the need to ensure that all transactions are conducted at arms’ length basis and in the best interests of the Company and all of its shareholders.
The board recognizes that the ongoing support from all of the Company’s shareholders will continue to be crucial for the success of the Company. This relationship will continue to be managed in accordance with good standards of corporate governance and in the best interest of the Company.
For further information, please contact:
Nils O. Kjerstad IR Contact
Phone: +47 9135 6659
Email: nils.kjerstad@crux.no.
About REC Silicon
REC Silicon is a leading producer of advanced silicon materials, delivering high purity polysilicon and silicon gas to the solar and electronics industries worldwide. We combine over 30 years of experience and proprietary technology with the needs of our customers, with annual production capacity of more than 20,000 MT of polysilicon from our two US-based manufacturing plants. Listed on the Oslo Stock Exchange (ticker: RECSI), the Company’s registered address is in Lysaker, Norway.
For more information, go to: www.recsilicon.co
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act
