UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: August 2022
Commission File Number: 005-91913
Fusion Fuel Green PLC
(Translation of registrant’s name into English)
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Distribution of Proxy Statement
On August 29, 2022, Fusion Fuel Green PLC (the “Company”) distributed its definitive proxy statement to shareholders for an annual general meeting of shareholders to be held on September 21, 2022. A copy of the proxy statement is annexed as Exhibit 99.1 hereto.
Exhibits
| Exhibit | Description | |
| 99.1 | Definitive proxy statement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Fusion Fuel Green PLC | |
| (Registrant) | |
| Date: September 1, 2022 | /s/ Frederico Figueira de Chaves |
| Frederico Figueira de Chaves | |
| Chief Financial Officer |
Notice of Annual General Meeting 2022
TABLE OF CONTENTS
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Page
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Letter from Chairperson |
1 |
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Notice of Annual General Meeting |
5 |
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Questions and Answers about the Annual General Meeting |
7 |
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Additional Information |
11 |
Fusion Fuel Green plc
(the “Company”)
(Registered in Ireland No. 669283)
| Directors | Registered Office |
|
Jeffrey E. Schwarz Frederico Perez Marques Figueira de Chaves João Teixeira Wahnon Jaime Silva Rune Magnus Lundetrae Alla Jezmir Theresa Jester |
Fusion Fuel Green plc, The Victorians, 15-18 Earlsfort Terrace, Saint Kevin’s, Dublin 2 D02 YX28 Ireland |
Dear Shareholder
Introduction
I am writing to you to outline the background to the proposals to be put forward at the forthcoming Annual General Meeting (“AGM”) of the Company, all of which the board of directors (the “Board” or the “Directors”) considers to be in the best interests of the Company and the shareholders as a whole and are recommending for your approval.
Your attention is drawn to the Notice of the AGM of the Company. The AGM will be held at the offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland on 21 September, 2022 at 1pm (Dublin time) and the Notice is set out at page 5 of this document. The ordinary business to be transacted at the AGM is set out in proposals 1 to 5 in the Notice of meeting. These proposals are described further below.
Business Update
Last year at this time when I wrote the first Chairman’s letter to Fusion Fuel Green PLC shareholders, the company was just beginning to get its sea legs under it. We were excited by the possibility that Fusion Fuel and its unique grid-independent technology for producing green hydrogen could play an important role in helping decarbonize global economic activity, and yet we knew much work lay ahead. Crucial to our ability to capitalize on the nascent market for green hydrogen was building a strong leadership team.
Roll the clock forward one year and I could not be more pleased by the potential new opportunities the market has presented us, nor more proud of the talented and deep leadership team we have assembled.
Market Developments
Europe’s ill-advised reliance upon Russian natural gas, and the drought conditions which global climate change has likely exacerbated, have combined to hit the energy dependent continent with what might be termed an imperfect storm. With Vladimir Putin threatening to withhold gas exports, European nations have had to pay up to draw LNG cargoes to its ports, resulting in historically high natural gas prices. This summer’s drought has cut hydroelectric power output and has caused river levels to drop, resulting in the cutback in power production from nuclear plants. Across the continent industrial companies, which rely on natural gas or electricity as inputs, have suspended operations. While this scenario practically screams for adding green hydrogen to the energy mix, skyrocketing electricity prices are a headwind to anyone using a grid-tied, centralized electrolyzer, as electricity is their primary cost in producing green hydrogen.
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In stark contrast, Fusion Fuel’s HEVO-Solar solution, which combines concentrating photovoltaic technology with our proprietary microelectrolyzer, eliminates dependence on the grid, thereby providing certainty of cost to produce green hydrogen. As shareholders you can happily imagine how well this concept is likely to be received by companies eager to reduce their exposure to future energy price volatility.
Our decision last year to establish Fusion Fuel USA and bring in two senior energy infrastructure project developers to lead it now appears prescient, as just weeks ago President Biden signed the Inflation Reduction Act of 2022, a game changing commitment from the United States to join the fight against climate change. The financial incentives in this legislation have created a wonderful opportunity for us to introduce Fusion Fuel’s HEVO-Solar technology to America.
Fusion’s Accomplishments
This past year saw significant progress across all key areas of our business thereby positioning the company to capitalize on the aforementioned market developments:
| · | We have created an EPC team that have undertaken the installation of Fusion Fuel’s Evora and GreenGas hydrogen projects and right now are building-out a hydrogen refueling station and co-located hydrogen farm in Madrid for our client Exolum, the operator of Europe’s largest refined products network. These inaugural projects have been invaluable for our EPC team, strengthening their capabilities and preparing them to oversee the outside contractors we will retain for the execution of projects in geographies outside Iberia. |
| · | Our production team has been responsible for the following achievements: |
| o | This spring we began production of HEVOs at our new factory in Benavente, Portugal. |
| o | By year-end we are aiming to have installed the first fully automated production line. |
| o | By mid-year 2023 we hope to have completed Phase 1 of our capacity expansion, having fully automated the Benavente facility, which is estimated to yield an annual run-rate production capacity of 4,000 HEVO-Solar units. When combined with the outsourced production we receive from MagP, Fusion’s HEVO-Solar capacity should have an estimated annual sales value of over €150 million. |
| · | Our proprietary technology – the HEVO microelectrolyzer and HEVO-Solar generator – has now been independently validated by multiple world-class engineering firms: |
| o | Black & Veatch, a global construction engineering firm, performed an independent assessment of Fusion Fuel and our core technology. |
| o | TUV SUD, a technical assessment and certification firm, has undertaken an ongoing performance field test of our first generation HEVO, which over several months of testing has shown a sustained 10% increase in hydrogen output vs. nameplate module capacity. While none of this comes as a surprise to us, it will surely provide added confidence for potential customers and off-takers in the solutions that we are deploying in the market today. |
| · | Fusion Fuel is committed to continually reducing cost and improving efficiency of the HEVO. Earlier this year our R&D/technology personnel developed and industrialized of our second generation HEVO which has just completed field testing and is expected to begin production in September. Work is already underway on the successor generation of HEVO which should further reduce costs, improve reliability and installation time, while also generating increased efficiency of hydrogen production. We expect this next generation to be introduced to the market in the first half of 2023. |
| · | Our commercial team has had a busy and productive year as we aim to make the all-important transition from a pre-revenue to a revenue-generating company. Our primary strategy of focusing our efforts on the European Union’s funding programs should help position us to develop ultra-competitive green hydrogen projects. |
| o | We are continuing to execute on our strategy of championing Portugal, having secured €20 million in grants from the Portuguese government, with further significant funding decisions still to come. |
| o | We are awaiting a response from the Spanish government on similar grant submissions we have made to the PERTE program. |
| o | We are in advanced discussions with prospective partners in Italy and Greece that by year-end should see us submit grant requests for projects serving mobility and industrial applications. |
| o | We are in discussions with prospective partners or counterparties for projects in the US and hope to make announcements by year-end. |
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In conclusion, I am very proud of what we have accomplished over these last twelve months. The table is now set for a breakout year in 2023. Indeed, I am highly confident that the best days for Fusion Fuel Green PLC lie ahead.
Board Changes
In accordance with the provisions of Article 161 of the Company’s Articles of Association, the term of service for each of the Directors in Class II terminates at the conclusion of this year’s AGM. Our Class II Directors are Rune Magnus Lundetrae and Alla Jezmir.
At the conclusion of last year’s AGM, in accordance with the provisions of the Company’s Articles of Association, the term of service for each of the Class I Directors terminated. One of our Class I Directors, Frederico Figueira de Chaves, was re-elected at last year’s AGM, while the remaining Class I Director seat remained vacant following the AGM. Pursuant to Article 161 of the Company’s Articles of Association, this vacancy was a casual vacancy, which could be filled by the remaining Directors. On 13 December 2021, Ms Theresa Jester was appointed by the Board as a Class I Director for an initial term ending on conclusion of this year’s AGM.
Rune Magnus Lundetrae, Alla Jezmir and Theresa Jester will be seeking re-election at this year’s AGM, as further detailed in Proposals 1 to 3 below.
Proposal 1 – Re-election of Rune Magnus Lundetrae for a three-year term
In accordance with the provisions of Article 161 of the Company’s Articles of Association, Mr Magnus Lundetrae is required to retire by rotation at the AGM and, being eligible, he is offering himself for re-election. The performance of the aforementioned Director has been formally evaluated and the Board considers that his performance continues to be effective and he demonstrates commitment to his role as a Director.
The biographical details of Mr Magnus Lundetrae are set out in the Annual Report. The Board recommends the re-election of the aforementioned Director.
Proposal 2 – Re-election of Alla Jezmir for a three-year term
In accordance with the provisions of Article 161 of the Company’s Articles of Association Ms Jezmir is required to retire by rotation at the AGM and, being eligible, she is offering herself for re-election. The performance of the aforementioned Director has been formally evaluated and the Board considers that her performance continues to be effective and she demonstrates commitment to her role as a Director.
The biographical details of Ms Jezmir are set out in the Annual Report. The Board recommends the re-election of the aforementioned Director.
Proposal 3 – Re-election of Theresa Jester for a further term ending at the conclusion of the Company’s 2024 AGM
In accordance with Ms Jester’s terms of appointment as approved by the Board, Ms Jester’s initial term of appointment expires at conclusion of this AGM and, being eligible, she is offering herself for re-election. The performance of the aforementioned Director has been formally evaluated and the Board considers that her performance continues to be effective and she demonstrates commitment to her role as a Director.
The biographical details of Ms Jester are set out in the Annual Report. The Board recommends the re-election of the aforementioned Director.
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Proposal 4 – To acknowledge the re-appointment of the statutory auditors
This item is on the agenda to allow the shareholders to acknowledge the re-appointment of the statutory auditors KPMG. This item is being put forward as a non-binding advisory proposal because, under the Companies Act 2014, the re-appointment of the auditors is automatic unless they resign or a proposal is put forward to remove them.
Proposal 5 – To authorise the Directors to fix the remuneration of the statutory auditors
This is a proposal authorising the Board to fix the remuneration of the statutory auditors in line with agreed terms of engagement as approved by the Audit Committee.
In addition to the above proposals, the annual meeting will also receive and consider the Company’s Irish statutory financial statements for the fiscal year ended December 31, 2021 and the reports of the directors and auditors thereon. There is no requirement under Irish law that the Irish statutory financial statements be approved by the shareholders, and no such approval will be sought at the annual meeting.
Further Action
You may submit your proxy over the Internet by logging on to www.cstproxyvote.com. To log on, you will need your control number which is printed on your proxy card. Online proxy votes must be received no later than 11.59pm (Eastern Time) on September 20, 2022.
Recommendation
Your Board believes that the proposals to be put forward at the AGM are in the best interests of the Company and its shareholders. Accordingly, your Directors unanimously recommend that you vote in favor of the proposals as they intend to do in respect of all the ordinary shares which can be voted by them.
Yours sincerely
/s/ Jeffrey E. Schwarz
Jeffrey E. Schwarz
Chairman
August 29, 2022
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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual General Meeting (“AGM”) of Fusion Fuel Green plc (the “Company”) will be held at 1pm (Dublin time) on Wednesday, September 21, 2022 in Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland for the following purposes:
| 1. | To re-elect Rune Magnus Lundetrae as a Director for a three-year term, who retires in accordance with the Articles of Association and, being eligible, offers himself for re-election. |
| 2. | To re-elect Alla Jezmir as a Director for a three-year term, who retires in accordance with the Articles of Association and, being eligible, offers herself for re-election. |
| 3. | To re-elect Theresa Jester as a Director until conclusion of the Company’s 2024 AGM, who retires in accordance with her terms of appointment and, being eligible, offers herself for re-election. |
| 4. | To re-appoint KPMG LLP as statutory auditor of the Company. |
| 5. | To authorise the directors to fix the remuneration of the statutory auditor for the year ending 31 December 2022. |
In addition to the above proposals, the annual meeting will also receive and consider the Company’s Irish statutory financial statements for the fiscal year ended December 31, 2021 and the reports of the directors and auditors thereon.
Your Board believes that the proposals to be put forward at the AGM are in the best interests of the Company and its shareholders. Accordingly, your Directors unanimously recommend you vote in favor of the proposals. Registered shareholders of the Company at the close of business on the record date (19 August 2022) are eligible to vote at the meeting.
Your vote is important. To make sure your shares are represented, please cast your vote as soon as possible in one of the following ways:
| · | Online: At www.cstproxyvote.com; |
| · | Mail: If you received a proxy card in the mail, mark, sign and date your proxy card and return it in the postage-paid envelope; or |
| · | In person: You may attend the AGM in person at the above address. |
The latest time for receipt of online proxies is 11.59pm (Eastern Time), September 20, 2022. Mail-in proxies must be received by the start of the AGM. The notice, our Annual Report for 2021 and our Irish financial statements are available at www.fusion-fuel.eu. We recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under “Questions and Answers about the Annual General Meeting” on pages 7 and 8.
For and on behalf of the Board,
/s/ Frederico Perez Marques Figueira de Chaves
Frederico Perez Marques Figueira de Chaves
Chief Financial Officer, Director and Secretary
The Victorians, 15-18 Earlsfort Terrace, Saint Kevin's, Dublin 2, D02YX28, Ireland
August 29, 2022
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Notice Regarding COVID-19
The Company is monitoring COVID-19 developments and other circumstances, as well as guidance issued by relevant health organizations. Should we determine that alternative arrangements may be advisable or required, such as changing the date, time, location or format of the meeting, we will announce our decision by press release and post additional information on the Investor Relations section of our website (https://ir.fusion-fuel.eu/). Furthermore, to promote the health and safety of attendees, we may impose additional procedures or limitations on meeting attendance based on applicable governmental requirements or recommendations or facility requirements. If you plan to attend the meeting in person, please check the Investor Relations section of our website prior to the meeting, as circumstances may change upon short notice. Due to this uncertainty, shareholders are encouraged to vote their shares by proxy in advance of the meeting.
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
Why did I receive this notice?
We are providing this notice in connection with the solicitation by the Board of proxies to be voted at the Annual General Meeting. You received this notice because you were a shareholder of record as of the close of business on 19 August 2022.
What is the date, time and location of the Annual General Meeting?
We will hold the Annual General Meeting at 1pm (Dublin time) on Wednesday, September 21, 2022, at the offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, subject to any adjournments or postponements. For directions to the meeting, you may contact our Company Secretary, c/o Fusion Fuel Green plc, The Victorians, 15-18 Earlsfort Terrace, Saint Kevin's, Dublin 2, D02YX28, Ireland.
In light of the ongoing COVID-19 pandemic, shareholders are encouraged to vote their shares by proxy in advance of the Annual General Meeting and not to attend the Annual General Meeting in person. Shareholders can vote their shares by proxy in advance of the Annual General Meeting by using one of the options set forth below under “How do I vote?”
The Company is monitoring COVID-19 developments and other circumstances, as well as guidance issued by the Irish Health Service Executive (“HSE”), the Irish government, the U.S. Centers for Disease Control and Prevention, and the World Health Organization. Should we determine that alternative arrangements may be advisable or required, such as changing the date, time or location of the meeting or holding the meeting by other means such as by remote electronic communication, we will announce our decision by press release and post additional information on the Investor Relations section of our website (https://ir.fusion-fuel.eu/). Furthermore, to promote the health and safety of attendees, we may impose additional procedures or limitations on meeting attendance based on applicable governmental requirements or recommendations or facility requirements. If you plan to attend the meeting in person, please check the Investor Relations section of our website prior to the meeting, as circumstances may change upon short notice.
Who is entitled to vote?
The Board has set 19 August 2022 as the record date for the Annual General Meeting. All persons who were registered holders of Fusion Fuel Green plc’s Class A ordinary shares and/or Class B ordinary shares at the close of business on that date are shareholders of record for the purposes of the Annual General Meeting and will be entitled to receive notice of, and to attend and vote at, the Annual General Meeting. Beneficial owners who, at the close of business on the record date, held their shares in an account with a broker, bank or other holder of record generally cannot vote their shares directly and instead must instruct the record holder how to vote their shares.
As of the close of business on the record date, there were 11,168,550 Class A ordinary shares outstanding and 2,125,000 Class B ordinary shares outstanding. Each shareholder of record is entitled to one vote per Class A ordinary share and one vote per Class B ordinary share on each matter submitted to a vote of shareholders. Your shares will be represented if you attend and vote at the Annual General Meeting or if you submit a completed proxy by the voting deadlines set forth below.
How do I vote?
Registered shareholders (that is, shareholders who hold their shares directly with our transfer agent, Continental Stock Transfer & Trust Company) can vote in any of the following ways:
| · | Online: Go to www.cstproxyvote.com to vote your proxy online using the control number that you were provided with on your proxy card or Notice of Internet Availability. You will need to follow the instructions on the website. |
| · | By Mail: You may mark, sign, date and return your proxy card in the enclosed postage-paid envelope. Proxies must be received by the deadlines set forth below. |
If you vote online, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card by mail.
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| · | In Person: Attend the Annual General Meeting in Dublin or send a personal representative with an appropriate proxy to vote at the meeting. Please contact our Company Secretary, Fusion Fuel Green plc, The Victorians, 15-18 Earlsfort Terrace, Saint Kevin's, Dublin 2, D02YX28, Ireland for additional information about sending a personal representative on your behalf. For information about how to attend the Annual General Meeting, please see “What do I need to be admitted to the Annual General Meeting?” below. However, as noted above, in light of the COVID-19 pandemic, we encourage you to vote your shares by proxy in advance of the Annual General Meeting. |
If I am a beneficial owner of shares held in street name, how do I vote?
If your shares are held beneficially in the name of a bank, broker or other holder of record (sometimes referred to as holding shares “in street name”), you will receive instructions from the holder of record that you must follow in order for your shares to be voted. If you wish to vote in person at the meeting, you must obtain a legal proxy from the bank, broker or other holder of record that holds your shares, and bring it, or other evidence of stock ownership, with you to the meeting.
What are the deadlines to submit my vote?
| · | Online: Proxy votes cast online must be received by 11.59pm (Eastern Time) on September 20, 2022. |
| · | Mail: Proxy cards returned by mail must be received by the start of the AGM. |
Can I revoke my proxy or change my vote after I have voted?
Yes. If you are a registered shareholder and previously voted online, you may revoke your proxy or change your vote by:
| · | voting online at a later date, as set forth above before the closing of those voting facilities at 11.59pm (Eastern Time) on September 20, 2022; |
| · | attending the Annual General Meeting in Dublin and submitting a new poll card during the meeting (however, as noted above, in light of the COVID-19 pandemic, we encourage you to vote your shares by proxy in advance of the Annual General Meeting); or |
| · | sending a written notice of revocation to our Company Secretary, Fusion Fuel Green plc, The Victorians, 15-18 Earlsfort Terrace, Saint Kevin's, Dublin 2, D02YX28, Ireland, which must be received before the commencement of the Annual General Meeting. |
If you are a beneficial owner of shares held in street name, you must contact the holder of record to revoke a previously authorised proxy.
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What do I need to be admitted to the Annual General Meeting?
For shareholders who plan to attend the Annual General Meeting in person, at the entrance to the Annual General Meeting in Dublin, we will request to see valid photo identification, such as a driver’s license or passport. We will also need to determine if you owned ordinary shares on the record date by:
| · | asking to review evidence of your share ownership as of 19 August 2022, such as your brokerage statement. You must bring such evidence with you in order to be admitted to the meeting; or |
| · | verifying your name and share ownership against our list of registered shareholders. |
If you are acting as a proxy, we will need to review a valid written legal proxy signed by the registered owner of the ordinary shares granting you the required authority to attend the meeting and vote such shares.
Please see information regarding potential changes to our Annual General Meeting due to COVID-19 developments, found in the “What is the date, time and location of the Annual General Meeting?” section above.
What constitutes a quorum?
In order to establish a quorum at the Annual General Meeting there must be at least two shareholders present in person or by proxy who have the right to attend and vote at the meeting and who together hold shares representing more than 50% of the votes that may be cast by all shareholders of record. For purposes of determining a quorum, abstentions and broker “non-votes” are counted as present.
How are votes counted?
You may vote “FOR”, “AGAINST” or “ABSTAIN” with respect to each of the proposals presented. A vote “FOR” will be counted in favor of the proposal or director nominee and a vote “AGAINST” will be counted against each proposal or nominee. Except as described below, an “ABSTAIN” vote will not be counted “FOR” or “AGAINST” and will have no effect on the voting results for any of the proposals in this notice. Continental Stock Transfer & Trust Company will monitor all votes and assist us in tabulating the votes.
What is a “broker non-vote” and how does it affect voting?
If you are a beneficial owner whose shares are held of record by a broker, we encourage you to instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal for which the broker does not have discretionary authority to vote. This is called a “broker non-vote”, which occurs for proposals considered “non-routine” under NASDAQ rules. Your broker will, however, still be able to register your shares as being present at the Annual General Meeting for purposes of determining the presence of a quorum and will be able to vote on “routine” proposals.
The “routine” proposals in this notice are Proposals 4 and 5, for which your broker has discretionary voting authority under the NASDAQ rules to vote your shares, even if the broker does not receive voting instructions from you. Proposals 1, 2 and 3 are considered “non-routine” such that, if you are a beneficial owner whose shares are held of record by a broker and you do not provide voting instructions, a broker non-vote will occur and your shares will not be voted on these proposals.
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What is the vote required to approve each of the proposals discussed in the notice?
The chart below summarises the voting requirements and effects of broker non-votes and abstentions on the outcome of the vote for the proposals at the Annual General Meeting.
| Proposals |
Required Approval |
Broker Discretionary Voting Allowed |
Broker Non-Votes |
Abstentions |
| 1, 2 and 3. Appointment of Directors | Majority of Votes Cast unless the election is contested, in which case the Director who receives the highest number of votes will be appointed | No | No effect | No effect |
| 4. Ratify the Appointment of Auditors | Majority of Votes Cast | Yes | N/A | No effect |
| 5. Approve Remuneration of Auditors | Majority of Votes Cast | Yes | N/A | No effect |
Who will pay for the cost of this proxy solicitation?
Fusion Fuel Green plc will bear the costs of soliciting proxies from the holders of our Class A ordinary shares and Class B ordinary shares. Proxies may be solicited on our behalf by our directors, officers and other selected Fusion Fuel Green plc employees electronically or by other means of communication. Directors, officers and employees who help us in the solicitation will not be specially compensated for those services, but they may be reimbursed for their out-of-pocket expenses incurred in connection with the solicitation. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed for their reasonable out-of-pocket expenses incurred in sending the materials to beneficial owners.
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ADDITIONAL INFORMATION
Availability of Materials
Important Notice Regarding the Availability of Materials for the 2022 Annual General Meeting of Shareholders to Be Held on September 21, 2022: The notice, our Annual Report for 2021 and our Irish financial statements are available free of charge at www.fusion-fuel.eu.
Submission of Future Shareholder Proposals
Our annual general meeting of shareholders for 2023 is expected to be held in September 2023. In accordance with the rules established by the SEC, any shareholder proposal submitted pursuant to Rule 14a-8 to be included in the notice for that meeting must be received by us by 1 May 2023. If you would like to submit a shareholder proposal to be included in that notice, you should send your proposal to our Company Secretary, Fusion Fuel Green plc, The Victorians, 15-18 Earlsfort Terrace, Saint Kevin's, Dublin 2, D02YX28, Ireland. In order for your proposal to be included in the notice, the proposal must comply with the requirements established by the SEC and our Articles of Association.
Pursuant to our Articles of Association, a shareholder must give notice of any intention to present a proposal at the Annual General Meeting, including a proposal to appoint a director, not less than 60 nor more than 90 days before the first anniversary of the preceding year’s annual general meeting (“traditional advance notice”). Subject to our Articles of Association, any notice of an intention to present a proposal pursuant to traditional advance notice must be received by our Company Secretary on or after June 23, 2023 but no later than July 24, 2023.
Irish law currently provides that shareholders holding 10% or more of the total voting rights may request that the directors call an extraordinary general meeting at any time. The shareholders who wish to request an extraordinary general meeting must deliver to The Victorians, 15-18 Earlsfort Terrace, Saint Kevin's, Dublin 2, D02YX28, Ireland, a written notice, signed by the shareholders requesting the meeting and stating the purposes of the meeting. If the directors do not, within 21 days of the date of delivery of the request, proceed to convene a meeting to be held within 2 months of that date, those shareholders (or any of them representing more than half of the total voting rights of all of them) may themselves convene a meeting, but any meeting so convened cannot be held after the expiration of 3 months from the date of delivery of the request. These provisions of Irish law are in addition to, and separate from, the requirements that a shareholder must meet in order to have a proposal included in the notice under the rules of the SEC.
About Fusion Fuel Green plc
Fusion Fuel Green plc is an emerging leader in the green hydrogen space, committed to accelerating the energy transition and decarbonising the global energy system by making zero-emissions green hydrogen commercially viable and accessible. Fusion Fuel has created a revolutionary proprietary electrolyser solution that allows it to produce hydrogen at highly competitive costs using renewable energy, resulting in zero-carbon emissions. Fusion Fuel’s business lines includes the sale of electrolyser technology to customers interested in building their own green hydrogen capacity, the development of hydrogen plants to be owned and operated by Fusion Fuel and active management of the portfolio of such hydrogen plants as assets, and the sale of green hydrogen as a commodity to end-users through long-term hydrogen purchase agreements.
Fusion Fuel Green plc is organised under the laws of Ireland and maintains its registered office in Ireland at The Victorians, 15-18 Earlsfort Terrace, Saint Kevin's, Dublin 2, D02YX28, Ireland. You may contact our Investor Relations Group by telephone in Ireland at +353 1 920 1000; by e-mail at IR@fusion-fuel.eu; or by mail at Fusion Fuel Green plc, Investor Relations, The Victorians, 15-18 Earlsfort Terrace, Saint Kevin's, Dublin 2, D02YX28, Ireland.
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Our website address is www.fusion-fuel.eu. We use our website as a channel of distribution for company information. We make available free of charge on the Investor Relations section of our website (https://ir.fusion-fuel.eu/) our Annual Report on Form 20-F and our Reports on Form 6-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC pursuant to section 13(a) or 15(d) of the Exchange Act. We also make available other reports filed with or furnished to the SEC under the Exchange Act through our website, as well as our Code of Ethics and the charters of each of the Board’s committees. You may request any of these materials and information in print free of charge by contacting our Investor Relations Group at Fusion Fuel Green plc, Investor Relations, The Victorians, 15-18 Earlsfort Terrace, Saint Kevin's, Dublin 2, D02YX28, Ireland. We do not intend for information contained on our website to be part of this notice. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers, including Fusion Fuel Green plc, that file electronically with the SEC. Copies of materials we file with the SEC may be reviewed on and printed from the SEC website.
Forward-looking Statements
This notice contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. The Company has based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Some or all of the results anticipated by these forward-looking statements may not be achieved. Further information on the Company’s risk factors is contained in our filings with the SEC. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
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