Emeren Group (SOL) Proxy Filing summary

Executive summary

• Entered into a Merger Agreement on June 18, 2025, with Shurya Vitra Ltd. and Emeren Holdings Ltd., providing for a merger that will result in the company becoming a wholly owned subsidiary of Parent and going private.

• Amendments on September 2, 2025, clarified Shah Capital Opportunity Fund LP as a Rollover Securityholder, allowing it to exchange its shares for newly issued Parent shares.

• An extraordinary general meeting (EGM) is scheduled for October 21, 2025, to vote on the merger and related proposals.

• If approved, the company’s shares and ADSs will be delisted from the NYSE.

• Forward-looking statements highlight potential benefits, risks, and uncertainties related to the merger, including regulatory approvals, transaction costs, and market impacts.

Voting matters and shareholder proposals

• Shareholders will vote to approve the Merger Agreement, the merger itself, and all related transactions.

• A non-binding advisory vote will be held on compensation for named executive officers related to the merger.

• Shareholders may also vote to adjourn the EGM if more time is needed to solicit proxies.

• Only shareholders of record as of September 15, 2025, are entitled to vote.

Board of directors and corporate governance

• The board, following a unanimous recommendation from a special committee of independent directors, approved the merger and recommends shareholders vote in favor.

• The special committee was composed solely of independent directors unaffiliated with the buyer or rollover shareholders.