Amendments to the terms and conditions of Solteq Plc notes approved in written procedure

Stock exchange bulletin

Other information disclosed according to the Rules of the Exchange

13 September 2024 at 3.10 p.m. EEST

Solteq Plc (“Solteq” or the “Company”) has successfully completed its consent solicitation by way of a written procedure (the “Written Procedure”) in order to amend the terms and conditions (the “Terms and Conditions”) of its EUR 23 million senior unsecured fixed rate notes (ISIN: FI4000442264) (the “Notes”) so as to:

• extend the Final Maturity Date under the Terms and Conditions by 24 months, with the new Final Maturity Date being 1 October 2026;
• increase the coupon rate on the Notes from 6.0 percent to 10.0 percent;
• amend the redemption price applicable to Voluntary Total Redemptions under the Terms and Conditions by gradually increasing the redemption price of the Notes from 100.0 percent to 104.0 percent during the extended maturity period of the Notes; and
• decrease the permitted size of the Working Capital Facility included in the Terms and Conditions of the Notes to either EUR 7 million or 90 percent of EBITDA, whichever is greater.

In accordance with the request (the “Request”) dated 21 August 2024 and addressed to the Noteholders, Solteq sought for the approval of the Noteholders in a Written Procedure to execute the changes to the Terms and Conditions. The Written Procedure commenced on 21 August 2024 and expired on 13 September 2024 at 3:00 p.m. (Finnish time). Pursuant to the Terms and Conditions, quorum in respect of a Written Procedure in relation to the Request existed if Noteholders representing at least 50 per cent of the Adjusted Nominal Amount reply to the Request in the Written Procedure. The approval of the Request was further subject to that at least two thirds (2/3) of the votes cast in the Written Procedure consent to the Request. Quorum in respect of a Written Procedure in relation to the Request existed and the Request was approved by required majority of the Noteholders participating in the Written Procedure. Thus, the requested amendments to the Terms and Conditions will become effective as of 13 September 2024. The amendments to the Terms and Conditions as approved in the Written Procedure are attached to this stock exchange release.

The Company will pay to those Noteholders who have voted in favour of the Request a fee of 1.75 per cent (the “Fee”) for the Nominal Amount of the Notes held by each Noteholder for which such Noteholder has voted in favour of the Request. The Fee will be paid to those Noteholders from whom a valid Voting Form in favour of the Request was received by Nordic Trustee Oy before the Final Response Time, and who remain to be Noteholders on 17 September 2024. The Fee will be paid no later than 1 October 2024 to the Noteholders eligible to receive it, as described in more detail in the Request.

Further information

CEO Aarne Aktan
Tel: +358 40 342 4440
E-mail: aarne.aktan@solteq.com

CFO, General Counsel Mikko Sairanen

Tel: +358 50 567 3421

E-mail: mikko.sairanen@solteq.com

Attachment:

The amendments to the Terms and Conditions as approved in the Written Procedure

Distribution

Nasdaq Helsinki
Key media
www.solteq.com

About Solteq

Solteq is a Nordic software solution and expert service provider specializing in retail and energy sectors and needs related to e-commerce. The company employs over 400 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.