Emeren Group (SOL) Proxy Filing summary

Executive summary

• A special committee of independent directors recommended a merger with Shurya Vitra Ltd., making the company a wholly owned subsidiary and taking it private, after extensive review and negotiations, including consideration of alternative proposals and financial advisor input.

• The merger consideration is $0.20 per ordinary share or $2.00 per ADS, representing a significant premium over the unaffected trading price, with cash payments to shareholders and ADS holders, except for certain excluded and rollover shares.

• The board, excluding the interested director, unanimously recommends shareholders vote in favor of the merger, advisory compensation, and adjournment proposals at the October 21, 2025 meeting.

• The transaction is not subject to a financing condition, with funding confirmed from the buyer group, and includes a limited guarantee and equity commitment letter from Himanshu H. Shah.

• If approved, the company will be delisted from the NYSE and deregistered under the Exchange Act, ceasing to be publicly traded.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more proxies are needed.

• Approval requires a majority of shares present and voting; certain major shareholders and management have agreed to support the merger.

• Dissenting shareholders may seek appraisal rights under BVI law, but ADS holders must convert to ordinary shares to exercise such rights.

Board of directors and corporate governance

• The special committee comprised only independent, unaffiliated directors, who led negotiations and evaluated alternatives.

• The board, with the interested director recused, unanimously approved the merger and related proposals.

• The surviving company’s board will be determined by the parent post-merger.