Rush Factory Oyj Extraordinary General Meeting Resolutions: The General Meeting resolved to approve the share exchange and the resolutions proposed to the General Meeting

Company release

Rush Factory Plc 

April 16, 2025 at 1:30pm 

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR IN ANY OTHER COUNTRY WHERE DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. ADDITIONAL INFORMATION IS PRESENTED BELOW IN THE “IMPORTANT NOTICE” SECTION. 

The Extraordinary General Meeting of Rush Factory Oyj (“Rush Factory” or the “Company”) held today, April 16, 2025, approved the acquisition of Sunborn International Holding Oy (“SBIH”) through a share exchange (“Share Exchange”) and decided on the related Board of Directors’ authorizations to issue shares and amendments to the Articles of Association. The Extraordinary General Meeting approved the Board of Directors’ proposals as such. 

Approval of the Share Exchange 

In accordance with the Board of Directors’ proposal, the General Meeting resolved to approve the Share Exchange, in which Rush Factory will acquire the entire share capital of SBIH. The arrangement was also unanimously approved by the shareholders independent of the arrangement at the General Meeting. The approval of the shareholders independent of the arrangement was a condition for the exemption from the obligation to make a public tender offer granted by the Financial Supervisory Authority. The share exchange is still subject to other customary conditions for execution

Authorization of the Board of Directors to decide on the issuance of new shares as consideration shares to SBIH shareholders 

The General Meeting decided to authorize the Board of Directors to decide on a directed share issue as consideration shares to SBIH shareholders in accordance with the Board of Directors' proposal. Based on the authorization, a decision may be made to issue a maximum of 565,000,000 new shares. The Board of Directors was authorized to decide, within the limits permitted by the Limited Liability Companies Act, on all other matters and conditions related to the issuance of shares and the rights related to the shares, including deviations from the shareholders' pre-emptive subscription rights. The authorization is valid until 31 December 2025 and does not replace or revoke any previous unused authorizations of the Board of Directors. 

Amendment of the Articles of Association 

The General Meeting decided to amend the Articles of Association in their entirety so that the amended Articles of Association will enter into force immediately after the Share Exchange. 

Board of Directors 

The number of members of the Company’s Board of Directors was confirmed at a total of six members. The General Meeting decided to elect Samuli Koskela, Jakob Eliasson, Jussi Majamaa, Hans Nieme, Karen Thomson and Xavier Valero as new members of the Board of Directors. Samuli Koskela was elected Chairman of the Board of Directors. 

It was decided to pay the following annual fees to the members of the Board of Directors: EUR 48,000 to the Chairman of the Board of Directors and EUR 24,000 to each member of the Board of Directors. The annual fee will be paid to the member of the Board of Directors in proportion to the length of his or her term of office, so that for each month starting until the next Annual General Meeting, an amount equal to the annual fee divided by twelve (12) will accrue. No separate board fee will be paid to members of the Board of Directors who are employed or in a service relationship with the Company. Travel expenses of the Board members and other expenses directly related to the work of the Board will be reimbursed in accordance with the company's policy in force at any given time. The decisions are conditional on the completion of the Share Exchange. 

Authorization of the Board of Directors to decide on a directed share issue to PM Ruukki Oy, Jerovit Investment Oy, Niemelän Markka & Ropo Oy and Markus Niemelä 

The General Meeting decided to authorize the Board of Directors to decide on a directed share issue in accordance with the Board of Directors' proposal to PM Ruukki Oy, Jerovit Investment Oy, Niemelän Markka & Ropo Oy and Markus Niemelä. Based on the authorization, a decision may be made to issue a maximum of 4,167,334 new shares. The Board of Directors was authorized to decide, within the limits permitted by the Limited Liability Companies Act, on all other matters and conditions related to the issue of shares and rights related to the shares, including deviations from the shareholders' pre- emptive subscription rights. The authorization is valid until December 31, 2025 and does not replace or revoke any previous unused authorizations of the Board of Directors. 

Minutes of the Extraordinary General Meeting 

The minutes of the Extraordinary General Meeting are available on Sunborn International Plc's website at https://www.sbih.group/egm-2025 

For more information: 

Mika Metsämäki; CEO

Rush Factory Oyj

mika@rushfactory.fi

+358 44 5544 894 

Approved advisor: Nordic Certified Adviser AB, tel. +46 70 551 67 29 

Distribution: 

Nasdaq

Helsinki Key media

www.rushfactory.fi

Approved advisor: Nordic Certified Adviser AB, tel. +46 70 551 67 29 

Rush Factory Oyj 

Rush Factory is an international experience factory that develops and implements unique event and experience concepts. Based in Rauma, Rush Factory's international wellness-focused sports and experience event tours have provided fun and unforgettable experiences to over 400,000 customers since 2015. Rush Factory's growth and business are supported by the Company's business model, which challenges the industry's traditional operating models by solving typical problem areas in event production and implementation, e.g. by reducing the risks and costs of outsourcing, and by being independent of the venue or performer. In addition, the mobile nature of Rush Factory's business and its ability to bring unique event experiences to where customers are, allows it to be independent of market cycles. 

Sunborn International 

Sunborn International is an innovative developer, owner and operator of high-quality yacht hotels and other floating real estate with global operations. Yacht hotels and floating real estate offer an opportunity to utilise unused water space in city harbours and prestigious waterfront locations. 

Sunborn International currently owns two yacht hotels located in London and Gibraltar, which combine exclusive accommodation, restaurant services, conference and event venues. Sunborn International is an industry pioneer, with extensive experience in shipbuilding and vessel design as well as developing waterfront areas and harbours and tackling permitting processes in various countries. The company is actively expanding into new markets, with yacht hotel development projects in London, Vancouver and around the world. 

Further information: www.sbih.group 

 

Important Notice 

The release or distribution of this press release may be restricted by law, and persons into whose possession this press release or any documents or other information referred to in this press release come should inform themselves of and comply with such restrictions. The information contained in this press release is not intended for release or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction where its release or distribution would violate applicable laws or regulations or would require the preparation of additional documents or registration or other measures in addition to those required by Finnish law. Failure to comply with these restrictions may result in a violation of the securities laws of such jurisdictions. This press release is not directed to or intended for distribution to or use by any person or entity who is a citizen of, or resides in, or is located in, any place, state, country or other jurisdiction in which such distribution, disclosure, availability or use would be unlawful or would require any registration or permit in such jurisdiction. 

The information contained in this press release does not constitute an offer for sale of securities in the United States, and no securities may be offered or sold in the United States, and no information is intended for distribution in or into the United States or any other jurisdiction in which such distribution would be unlawful. The securities referred to in this press release are not intended to be registered in the United States or offered to the public in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) and may not be offered, sold or delivered in or into the United States except pursuant to an applicable exemption or in a transaction to which the U.S. securities laws do not apply. 

This announcement is made for informational purposes only and does not constitute an offer or solicitation of an offer to purchase any securities by or on behalf of Rush Factory, SBIH or any other person. 

This announcement is not a notice of a special meeting of shareholders or a prospectus. All decisions regarding the Exchange should be based solely on the information contained in the notice of the special meeting of shareholders, the prospectus relating to the Exchange and an independent analysis of the information contained therein. Investors are advised to consult the prospectus for more detailed information on SBIH, the Post-Share Exchange business and the Share Exchange. The review of the prospectus by Nasdaq Helsinki should not be construed as an endorsement of the securities to which the prospectus relates. No agreement, commitment or investment decision should be made in reliance on any part of this announcement or information from its distribution and should not be relied upon in connection with any agreement, commitment or investment decision. The information contained in this announcement has not been independently verified and is not claimed to be complete or complete and is subject to change. No express or implied representations or warranties are made as to the fairness, accuracy, completeness or correctness of any information or views given in this announcement and such reliance should not be placed on such information or views. Neither Rush Factory, SBIH nor any of their affiliates, advisors or representatives, nor any other party shall be liable for any damages (whether in tort or otherwise) arising out of or in connection with the use of this announcement or its contents or otherwise in connection with this announcement. Each party must rely on its own investigation and analysis of Rush Factory, SBIH, their securities and the Share Exchange, including the benefits and risks associated therewith. The Transaction may have tax consequences for SBIH shareholders, who should obtain their own tax advice.

Rush Factory has not authorised the offering of securities to the public in the United Kingdom or in any Member State of the European Economic Area other than Finland. With the exception of Finland, no steps have been taken or will be taken in the United Kingdom or in any Member State of the European Economic Area to which the Prospectus Regulation applies (each a “Relevant Member State”) to offer securities to the public in a manner that would require the publication of a prospectus in a Relevant Member State. As a result, securities may only be offered in the Relevant Member States (a) to legal persons who meet the criteria for sophisticated investors as defined in the Prospectus Regulation or (b) in any other situation as defined in Article 1(4) of the Prospectus Regulation. In this paragraph, the expression “offer securities to the public” means a communication addressed to persons in any form and through any channel which provides sufficient information about the terms of the offer and the securities to be offered to enable an investor to make a decision whether to purchase or subscribe for those securities. The term “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended (in the case of the United Kingdom as part of the domestic law of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018). 

The information contained in this press release is directed only at (i) persons outside the United Kingdom or (ii) persons who have professional investment experience within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Regulations 2005 (the “Regulation”) and (iii) high net worth entities within the meaning of Regulation 49(2) or other persons to whom the document may lawfully be served (all of the foregoing persons together, the “Relevant Persons”). Any investment activity related to this announcement is available only to and will be undertaken only with Relevant Persons. No person who is not a Relevant Person should act on or rely on the contents of this announcement. 

The Company Prospectus is published on Sunborn International Plc's website at SBI Company Prospectus - In English 28.3.2025 

This announcement contains “forward-looking statements” that are based on current plans, estimates, forecasts and expectations and are not guarantees of future performance. They are based on certain currently reasonable expectations and assumptions that may prove to be incorrect. Shareholders should not place reliance on these forward-looking statements. Numerous factors could cause the actual results of operations or financial position of the Sunborn International Group to differ materially from those expressed or implied by such forward-looking statements. Neither Rush Factory, SBIH nor any of their affiliates, advisors or representatives, nor any other party undertakes any obligation to review, confirm or publish any revisions to any forward-looking statements to reflect events or circumstances after the date of this release. 

Furthermore, there can be no assurance that the Share Exchange will be completed in the manner and on the schedule described in this release, or at all. 

Origo Partners Oy is acting solely as a financial advisor to SBIH and to no one else outside the United States in the matters referred to in this release. Origo Partners Oy is not liable to anyone other than SBIH under its client relationship and is not providing advice on the Arrangement or any matter referred to in this release.