Solwers Oyj: Notice convening the Annual General Meeting of Solwers Plc
Solwers Plc, Company release, 21 March 2024 at 10:00 a.m. EET
The shareholders of Solwers Plc are invited to the Annual General Meeting to be held on 15 April 2025 starting at 10:00 a.m. (EEST). The General Meeting will be held without a meeting venue as a remote meeting referred to in Section 9 of the company's articles of association and Chapter 5, Section 16(3) of the Finnish Limited Liability Companies Act using a real-time remote connection. Instructions to participants have been provided in Section C of this notice.
Shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting have been provided in Section C of this notice.
A. Matters to be discussed at the General Meeting
The following matters will be discussed at the General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, including the consolidated financial statements, annual report and auditor's report for the financial year 1 January 2024 - 31 December 2024
Presentation of the CEO's review.
The financial statements, including the consolidated financial statements, the annual report and the auditor's report are available on the company's website at https://solwers.com/governance/annual-general-meeting-2025 agm as of 21 March 2025.
7. Adoption of the financial statements
The Board of Directors proposes that the General Meeting adopt the financial statements, including the consolidated financial statements, for the financial year that ended on 31 December 2024.
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The distributable funds of Solwers Plc were EUR 37,798,201.498 at the end of the financial year, of which EUR 36,152.34 constituted profit for the financial year.
The Board of Directors proposes to the General Meeting that the profit for the financial year be transferred to the retained earnings and that a dividend of EUR 0.024 per share, corresponding to EUR 244,092.19 in total, be paid from retained earnings.
The Board of Directors proposes to the General Meeting that the dividend is paid in one tranche to shareholders registered in the shareholders' register of the company on the record date of the dividend distribution, 17 April 2025, and that the dividend payment date is 28 April 2025.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Adoption of the remuneration report for the governing bodies
The Board of Directors proposes that the General Meeting adopts the 2024 remuneration report for the governing bodies. The resolution of the General Meeting on the adoption of the remuneration report is advisory.
The remuneration report for the governing bodies is available on the company's website at https://solwers.com/governance/annual-general-meeting-2025 as of 21 March 2025.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the General Meeting that, for the term of office ending at the close of the next Annual General Meeting, the members of the Board of Directors and the board committees be paid a compensation on a per-meeting basis as follows:
- the chair of the Board of Directors will be paid EUR 4,000 per meeting and the members EUR 2,500 per meeting;
- the chair of the Audit Committee will be paid EUR 1,500 per meeting and the members EUR 1,000 per meeting;
- the chair of the Nomination and Remuneration Committee will be paid EUR 1,000 per meeting and the members EUR 750 per meeting;
- In addition, reasonable travel expenses incurred in connection with board and committee work, as well as any other costs, will be reimbursed in accordance with the company's usual practice.
The proposed remunerations correspond to the remunerations paid for the term of office that is expiring.
12. Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that five (5) regular members be elected to the Board of Directors for the term of office which ends at the close of the next Annual General Meeting.
13. Election of members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that Leif Sebbas, Hanna-Maria Heikkinen, John Lindahl, Emma Papakosta and Johanna Grönroos be re-elected to the Board of Directors for the term of office which ends at the close of the next Annual General Meeting. All the nominees have given their consent to the positions.
Regarding the selection procedure for members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders consider the proposal as a whole at the General Meeting so that in addition to the qualifications of individual candidates, the proposed Board of Directors as a whole has the appropriate expertise and experience for the company.
All proposed members of Board of Directors are independent of the company. With the exception of Leif Sebbas, the proposed members of the Board of Directors are independent of the company's significant shareholders.
The presentations of the members of Board of Directors are published on the company's website at https://solwers.com/governance/#board.
14. Resolution on the remuneration of the auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that the remuneration and travel expenses of the elected auditor be paid in accordance with an invoice approved by the Board of Directors.
15. Election of the auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that Ernst & Young Oy, Authorized Public Accountants, be elected as the auditor for the term of office which ends at the closing of the next Annual General Meeting. Ernst & Young Oy has notified the company that Antti Suominen, APA, ASA, will act as the auditor with principal responsibility.
16. Resolution on the remuneration of the sustainability auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that the remuneration and travel expenses of the sustainability auditor be paid in accordance with an invoice approved by the Board of Directors.
17. Election of the sustainability auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that Ernst & Young Oy, an authorised sustainability audit firm, be elected as the sustainability auditor for the term of office which ends at the closing of the next Annual General Meeting. Ernst & Young Oy has notified the company that Antti Suominen, APA, ASA, will act as the sustainability auditor with principal responsibility.
18. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes to the General Meeting an amendment of Section 10 ("Annual General Meeting") of the Articles of Association to remove the mention of the General Meeting's duty approve the remuneration report for the governing bodies and, if necessary, on the remuneration policy for the governing bodies and to add a mention of deciding on the remuneration of the members of the Board of Directors and the auditor. In addition, the Board of Directors proposes other specifications to the wording of Section 10.
The purpose of the proposed amendments to the Articles of Association is to update the Articles of Association to better reflect the applicable regulation. The proposed amendments align the sections of the Articles of Association on matters to be decided at General Meetings with the Limited Liability Companies Act. The proposed removal of the provisions on the adoption of a remuneration policy and a remuneration report is intended to allow procedural flexibility, as the company is currently outside the scope of remuneration reporting. The company prepares these documents based on its own decisions and where required by applicable regulation.
The amended Section 10 of the Articles of Association would read in its entirety as follows:
Section 10. Annual General Meeting
The Annual General Meeting must be held annually on a date determined by the Board of Directors within six (6) months after the end of the accounting period.
The meeting must:
present:
- the financial statements, comprising the consolidated financial statements, and the annual report;
- the audit report;
decide on
3. the adoption of the financial statements and the consolidated financial statements;
4. the use of the profit shown on the balance sheet;
5. discharging the Board members and CEO from liability;
6. the number of members of the Board of Directors;
7. the remuneration of the Board of Directors and the auditor;
select
8. the members of the Board of Directors
9. the auditor
process
10. other matters stated in the invitation to the meeting
A comparison against the earlier Articles of Association is attached as Annex 1 to this notice.
19. Authorising the Board of Directors to decide on the repurchase of the company's own shares and/or on accepting them as a pledge
The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on the repurchase with the company's unrestricted equity and/or acceptance as a pledge of the company's own shares in one or more tranches so that a maximum of 1,000,000 shares, representing approximately 10 per cent of all issued and outstanding shares of the company on the date of publication of this notice to the General Meeting, can be repurchased and/or accepted as pledge under the authorisation.
The decision to acquire own shares and/or to accept them as pledge may not be made so that the total number of shares in the possession of, and/or held as pledges by, the company and/or its subsidiaries would exceed one tenth of all the shares.
The Board of Directors is authorised to decide how own shares are acquired and/or accepted as pledge. Based on the authorisation, the Board of Directors may decide on the acquisition and/or acceptance as pledge of own shares also in a directed manner, i.e. not in proportion to shareholder's shareholdings, if there is a weighty financial reason for the company to do so. The Board of Directors may use the authorisation to carry out corporate acquisitions or other arrangements related to the business of the company, to implement an incentive scheme for the staff, or for other purposes decided by the Board of Directors.
The authorisation is valid until the next Annual General Meeting, yet no longer than until 30 June 2026.
20. Authorising the Board of Directors to decide on the issuance of shares to carry out corporate acquisitions (share issue authorisation 1)
The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on the issue of shares in one or more tranches so that the company may, based on the authorisation, issue a maximum of 1,000,000 new shares or shares held by the company, representing approximately 10 per cent of the issued and outstanding shares of the company on the date of publication of this notice to the General Meeting. Especially the company's strategy of growing through corporate acquisitions has been taken into consideration when determining the size of the authorisation.
Based on the authorisation, the Board of Directors may also decide on the share issue in a directed manner, i.e. in derogation from the shareholders' pre-emptive subscription rights.
The Board of Directors is authorised to decide on all terms and conditions of the share issue.
The Board of Directors may use this share issue authorisation only to carry out corporate acquisitions in which Solwers Plc acquires new companies or assets to be a part of the Solwers group.
The authorisation is valid until the next Annual General Meeting, yet no longer than until 30 June 2026.
The authorisation cancels any previous authorisations based on which the Board of Directors is authorised to resolve on the issuance of shares, option rights and other special rights entitling to shares.
21. Authorising the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares (authorisation to issue shares and special rights 2)
The Board of Directors proposes that the General Meeting authorise the Board of Directors to, in addition to the share issue authorisation 1 intended for the execution of corporate acquisitions referred to above in section 20, decide on the issuance of shares and option rights and other special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act in one or more tranches so that the company may issue a maximum of 500,000 new shares or shares held by the company, representing approximately 5 per cent of the shares issued and outstanding on the date of publication of this notice to the General Meeting. The share issue authorisation proposed above in section 20 has been taken into account when determining the authorisation.
Based on the authorisation, the Board of Directors may also decide on the issue of shares, option rights and other special rights entitling to shares in a directed manner, i.e. in derogation from the shareholders' pre-emptive subscription rights.
The Board of Directors is authorised to decide on all the terms and conditions of the issuance of shares or option rights or other special rights entitling to shares. The Board of Directors may also use the authorisation to carry out corporate acquisitions or other arrangements related to the business and capital structure of the company, to implement incentive schemes for the group's staff, or for other purposes decided by the Board of Directors.
The authorisation allows the Board of Directors to decide that, in the share issue, the subscription price can be set off using receivables from the company, or that the issued special rights involve terms and conditions on the use of a receivable from the company to set off the subscription price.
The authorisation is valid until the next Annual General Meeting, yet no longer than until 30 June 2026.
The authorisation is proposed to be given in addition to the authorisation proposed in section 20, and it does not revoke the share issue authorisation proposed above in section 20.
22. Amendment to the Charter of the Shareholders' Nomination Board
The Shareholders' Nomination Board proposes to the General Meeting that the charter of the Nomination Board be amended so that the shareholders entitled to appoint a member to the Nomination Board are determined based on the Company's shareholder register maintained by Euroclear Finland Oy on May 31 of each year (previously September 1).
The amended charter is attached as Annex 2 to this notice.
23. Closing of the meeting
B. Documents of the General Meeting
This notice, which contains all proposals for resolutions on the agenda of the General Meeting, is available on Solwers Plc's website at https://solwers.com/governance/annual-general-meeting-2025 Solwers Plc's financial statements, annual report and auditor's report as well as remuneration report will be available on the above-mentioned website as of 21 March 2025. The proposals for resolutions and other documents mentioned above will also be available for inspection at the General Meeting.
The minutes of the General Meeting will be available on the above-mentioned website as of 29 April 2025 at the latest.
C. Instructions for the participants of the Annual General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder who is registered in the company's shareholders' register held by Euroclear Finland Oy on the record date 3 April 2025 of the General Meeting is entitled to participate in the Annual General Meeting. A shareholder whose shares in the company are registered in their personal Finnish book-entry account is registered in the shareholders' register of the company. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of voting rights held in the meeting.
Registration for the General Meeting starts on 24 March 2025 at 10:00 a.m. (EET). Shareholders who are entered in the company's shareholder register and who wish to attend the General Meeting must register for the meeting by giving a prior notice of participation, which has to be received by the company no later than 8 April 2025 at 4:00 p.m. (EEST). You can register for the General Meeting:
a) via the company's website at https://solwers.com/governance/annual-general-meeting-2025. Electronic registration requires strong identification of the shareholder or their legal representative or proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
b) by e-mail to Innovatics Oy at agm@innovatics.fi. Shareholders registering by e-mail must submit the registration form and possible advance voting form available on the company's website at https://solwers.com/governance/annual-general-meeting-2025 or equivalent information.
c) by mail to Innovatics Oy at Innovatics Oy, General Meeting / Solwers Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki. Shareholders registering by mail must submit the registration form and possible advance voting form available on the company's website at https://solwers.com/governance/annual-general-meeting-2025 or equivalent information.
When registering, please provide the requested information, such as the shareholder's name, date of birth or business ID, telephone number and e-mail address, the name and date of birth of any assistant or proxy representative, and the proxy representative's phone number and e-mail address. The personal data provided to Solwers Plc by shareholders will only be used in connection with the General Meeting and the processing of the necessary registrations related thereto.
Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays between 9:00 a.m. and 12 noon or between 1 p.m. and 4:00 p.m.
2. Holders of nominee-registered shares
Holders of nominee-registered shares are entitled to participate in the General Meeting by virtue of the shares based on which they would be entitled to be registered in the shareholders' register maintained by Euroclear Finland Oy on the record date of the General Meeting, i.e. 3 April 2025. Participation also requires that the shareholder has on the basis of such shares been temporarily registered in the shareholders' register held by Euroclear Finland Oy at the latest by 10:00 a.m. (EEST) on 10 April 2025. As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of voting rights held in the meeting.
Holders of nominee-registered shares are advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the shareholders' register, the issuing of proxy documents and voting instructions, as well as registration and participation and, if necessary, advance voting. The account manager of the custodian bank must temporarily register the holder of nominee-registered shares attending the General Meeting in the shareholders' register of the company by the above-mentioned date and time at the latest and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares.
A holder of nominee-registered shares who has registered for the General Meeting may also participate in the meeting in real time using a telecommunication connection and technical means. In addition to the temporary registration in the shareholders' register of the company, the real-time participation in the meeting requires the submission of the shareholder's e-mail address and telephone number and, if necessary, a proxy document and other documents necessary to prove the right of representation by mail to Innovatics Oy, General Meeting/Solwers Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by e-mail to agm@innovatics.fi before the end of the registration period for the holders of nominee-registered shares so that the shareholders can be sent the participation link and password required for participating in the meeting. If a holder of nominee-registered shares has authorised their custodian to cast advance votes on their behalf, such votes cast will be taken into account as advance votes of the nominee-registered shareholder at the General Meeting, unless the holder of nominee-registered shares votes otherwise at the General Meeting.
3. Proxy representatives and powers of attorney
Shareholders may attend the General Meeting and exercise their rights at the meeting through a proxy representative. A shareholder's proxy representative may also elect to vote in advance as described in this notice, if they so wish. The proxy representative must authenticate to the electronic registration service and possible advance voting personally using strong authentication, after which the proxy representative can register and, if necessary, vote in advance on behalf of the shareholder who they represent. The shareholder's proxy representative must present dated proxy documents or otherwise prove in a reliable manner that they are entitled to represent the shareholder at the General Meeting.
The right to represent the shareholder can be proved by using the suomi.fi e-Authorizations service available in the electronic registration service. Shareholders can use the Suomi.fi e-Authorizations service to authorise a proxy representative instead of using a traditional power of attorney. The proxy representative will be authorised in the Suomi.fi e-Authorizations service at www.suomi.fi/e-authorizations (mandate "Representation at the General Meeting"). In the electronic registration service, the authorised person must in connection with the registration identify themselves by using strong electronic identification, after which the electronic mandate is automatically checked. Strong electronic authentication requires Finnish online banking codes or a mobile certificate. More information on the electronic authorisation is available at https://www.suomi.fi/e-authorizations.
Model proxy documents are available on the company's website at https://solwers.com/governance/annual-general-meeting-2025. If a shareholder participates in the General Meeting through several proxy representatives representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy representative represents the shareholder must be specified in connection with the registration.
Please submit any proxy documents preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Plc, General Meeting / Solwers Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by e-mail to agm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy representative must register for the General Meeting as described above in this notice.
4. Participation instructions
Shareholders who have the right to participate in the General Meeting will participate in the meeting and exercise their full rights in real time during the meeting using a remote connection.
Remote access to the General Meeting will be provided through Inderes Oyj's general meeting service on the Videosync platform, which includes video and audio access to the General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound and a microphone if you want to ask questions or speak. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari or Opera. It is advisable to log in to the meeting system well in advance of the meeting.
The participation link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided in connection with the registration to all those who have registered for the General Meeting no later than on the day preceding the General Meeting. Thus, shareholders who have voted in advance can also participate in the General Meeting remotely via telecommunication if they wish. The votes cast by advance voters will be taken into account in the decision of the General Meeting, regardless of whether they participate in the General Meeting remotely or not. If they participate remotely, they will be able to change their advance votes during the meeting if they so wish, should a vote take place.
For more information on the general meeting service, additional instructions for proxy representatives representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found at https://vagm.fi/support. A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found at https://demo.videosync.fi/agm-compatibility?language=en. It is recommended that participants read the detailed participation instructions before the meeting.
5. Advance voting
A shareholder whose shares in the company are registered in their personal Finnish book-entry account may vote in advance on certain agenda items between 24 March 2025 at 10:00 a.m. (EET) and 8 April 2025 at 4:00 p.m. (EEST).
a) via the company's website at https://solwers.com/governance/annual-general-meeting-2025. Login to the service is done in the same way as for registration in section C.1 of this notice.
b) by e-mail by submitting the advance voting form available on the company's website or equivalent information to Innovatics Oy at agm@innovatics.fi
c) by mail by submitting the advance voting form available on the company's website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Solwers Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
Advance votes must be received by the time the advance voting ends on 8 April 2025 at 4:00 p.m. (EEST). The submission of votes by mail or e-mail so that they are received before the end of the registration and advance voting period will be considered as registration for the General Meeting, provided that the submission contains the above information required for registration.
A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Finnish Limited Liability Companies Act unless they attend the General Meeting in person or by proxy via a remote access.
With respect to nominee-registered shareholders, advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares which they represent in accordance with the voting instructions given by such shareholders during the registration period set for the nominee-registered shareholders.
Proposals for resolution that are subject to advance voting are deemed to have been presented at the General Meeting without any changes.
6. Other instructions and information
The meeting language is Finnish.
Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act.
On the date of the notice to the General Meeting, 21 March 2025, Solwers Plc has a total of 10,170,508 shares representing the same number of votes.
In Espoo, 21 March 2025
SOLWERS PLC
BOARD OF DIRECTORS
Distribution:
Nasdaq Helsinki
Key media
www.solwers.com
Certified Advisor:
UB Corporate Finance Oy, ubcf@unitedbankers.fi