Solwers Oyj: Proposals of Solwers Plc's Shareholders' Nomination Committee for the Annual General Meeting 2025

Solwers Plc, Company Release, March 12, 2025, at 14:40 EET

Proposal of remuneration of the members of the Board of Directors

The Nomination and Remuneration Committee of the Board of Directors proposes to the general meeting that the members of the Board of Directors and its committees be paid a compensation on a per-meeting basis as follows:

− The chair of the Board of Directors would be paid 4,000 euros per meeting and the members 2,500 euros per meeting.

− The chair of the Audit Committee would be paid 1,500 euros per meeting and the members 1,000 euros per meeting.

− The Chair of the Nomination and Remuneration Committee would be paid 1,000 euros per meeting and the members 750 euros per meeting.

− In addition, reasonable travel expenses incurred in connection with board and committee work, as well as other possible costs, will be reimbursed in accordance with the Company's usual practice.

The proposed fees correspond to the fees paid for the expiring term.

Resolution on the number of members of the Board of Directors

The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that five regular members be elected to the Board of Directors for the term of the office which ends at the close of the next Annual General Meeting.

Election of members of the Board of Directors

The Nomination and Remuneration Committee of the Board of Directors 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 the office which ends at the close of the next Annual General Meeting. All persons mentioned above have given their consent to the positions.

Regarding the selection procedure for members of the Board of Directors, the Nomination and Remuneration committee of the Board of Directors 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 from the company. With the exception of Leif Sebbas, the proposed members of the Board of Directors are independent from the company's significant shareholders.

The presentation of the Board of Directors is published on the Company's website at https://solwers.com/governance/#board  

Amendment to the Charter of the Shareholders' Nomination Committee

The Shareholders' Nomination Committee proposes to the General Meeting that the charter of the Nomination Committee to be amended so that the shareholders entitled to appoint as a member to the Nomination Committee are determined based on the Company's shareholder register maintained by Euroclear Finland Oy on May 31 of each year (previously September 1).

The proposals of the Nomination Board will be included in the notice to the Annual General Meeting 2025.

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Enquiries:

Dag Nykvist, Chair of the Solwers Plc's Shareholders' Nomination Committee, tel. +358 44 986 3592

Jasmine Jussila, Head of Group Communications, Solwers Plc, jasmine.jussila@solwers.com

Certified Advisor:

UB Corporate Finance, ubcf@unitedbankers.fi