Notice of Solteq Plc’s Annual General Meeting 2020
Stock Exchange Bulletin, May 18, 2020 at 9:30 a.m.
Shareholders of Solteq Plc are hereby invited to the Annual General Meeting of Shareholders to be held on Wednesday June 10, 2020 at 10 a.m. at Solteq Plc s headquarters, address Karhumäenkuja 2, 01530 Vantaa (Aviabulevardi II).
Due to the COVID-19 -pandemic, the Company urges shareholders to avoid attending the Annual General at the meeting venue. The Company recommends that shareholders vote in advance or alternatively authorize lawyers Ari Syrjäläinen and Rickard Sandell from Borenius Attorneys Ltd., each alone, or a person appointed by them, to represent them at the meeting (free of charge). The shareholders cannot attend the meeting or follow the meeting via a live video stream. In case the shareholder decides anyway to arrive to the meeting venue, the reception of the shareholders registered for the meeting begins at 9.30 a.m.
The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes have notified that they support the Board of Directors’ proposals for the resolutions of the Annual General Meeting
The Annual General Meeting will be kept as short as possible. No catering will be arranged at the Annual General Meeting.
The Company follows all instructions given by authorities and will update its instructions regarding the Annual General Meeting, if necessary. The Company will disclose separately should there be further instructions for the meeting. The meeting will only be held if it can be organised in compliance with the participation restrictions provided or determined by the authorities.
A. Agenda of the Annual General Meeting
At the Annual general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize 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 annual accounts, the report of the Board of Directors and the auditor’s report for the year 2019
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors shall propose to the Annual General Meeting, that no dividend is paid from financial year 2019 and the result for the financial period is transferred to the retained earnings.
The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes have notified that they support the Board of Directors’ proposal.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Advisory resolution on the remuneration policy for governing bodies
The Company’s remuneration policy is attached to this notice and available at Solteq Plc’s website (https://www.solteq.com/generalmeeting).
The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes have notified that they support the proposed the remuneration policy.
11. Resolution on the remuneration of the members of the Board of Directors
The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes propose to the Annual General Meeting that the Board remunerations will remain unchanged and to be elected members of the Board of Directors are paid for the term expiring at the end of the Annual General Meeting 2021 as follows:
A monthly remuneration of 3.000 euros is paid to the Chairman of the Board and 1.500 euros to the Board members. In addition, remuneration of 500 euros per meeting will be paid to the Chairman of the Board and to each Board member for each Board and Board Committee meeting. In addition to the aforementioned remuneration, it is proposed that Board members should be reimbursed for ordinary and reasonable expenses resulting from Board work against an invoice.
12. Resolution on the number of members of the Board of Directors
The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes propose to the Annual General Meeting that 6 members are to be elected to the Board of Directors.
13. Election of members of the Board of Directors
The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes propose to the Annual General Meeting that for the term expiring at the end of the Annual General Meeting 2021, the current members of Board of Directors are re-elected: Aarne Aktan, Lotta Kopra, Markku Pietilä, Panu Porkka, Katarina Segerståhl ja Mika Uotila
All proposed members have given their consent to the election.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that company’s auditor will be reimbursed according to the auditor’s reasonable invoice approved by the company.
The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes have notified that they support the Board of Directors’ proposal.
15. Election of auditor
The Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab is re-elected as the auditor of the company.
KPMG Oy Ab has notified the company that Petri Sammalisto, Authorised Public Accountant, would be the responsible auditor.
The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes have notified that they support the Board of Directors’ proposal.
16. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors is authorized to decide on share issue, carried out with or without payment and on issuing share options, and other special rights referred to in Chapter 10, Section1 of the Finnish Companies Act as follows:
The maximum total amount of shares or other rights is 3,000,000. The authorization includes the right to give new shares or convey company’s own shares. The authorization includes a right to deviate from the shareholders’ pre-emptive right of subscription if there is a significant financial reason in company’s opinion, e.g. to improve the capital structure, to finance and execute business acquisitions and other business improvement arrangements or to implement the Company’s incentive schemes. The authorization is proposed to include that the Board of Directors may decide the terms and other matters concerning the share issue and the granting of special rights, including the subscription price and the payment of the subscription price in cash or in whole or in part by other means (subscription in kind) or by using a claim on the subscriber to offset the subscription price and to record it in the company's balance sheet.
The authorization is effective until the next Annual General Meeting, however, no longer than until April 30, 2021 (April 30, 2021 included).
The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes have notified that they support the Board of Directors’ proposal.
17. Authorizing the Board of Directors to decide on accepting the company’s own shares as pledge
The Board of Directors proposes to the Annual General Meeting that the Board of Directors is authorized to decide on accepting the company’s own shares as pledge as follows:
The Board of Directors is authorized to decide on accepting the company’s own shares as pledge (directed) regarding business acquisitions or when executing other business arrangements. Accepting pledge may occur at once or in multiple transactions.
The number of own shares to be accepted as pledge shall not exceed 2,000,000 shares.
The authorization includes that the Board of Directors may decide on other terms concerning the pledge.
The authorization is effective until the next Annual General Meeting, however, no longer than until April 30, 2021 (April 30, 2021 included).
The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes have notified that they support the Board of Directors’ proposal.
18. Closing of the meeting
B. Documents of the general meeting
This notice, the proposals for the decisions on the agenda of the general meeting and the remuneration policy are available on Solteq Plc’s website (https://www.solteq.com/generalmeeting). Solteq Plc’s annual report, financial statements, report by the Board of Directors and auditors' report are available on Solteq Plc’s website. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request.
C. Instructions for the participants in the general meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on May 29, 2020 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
2. Registration and advance voting
Registration
A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the general meeting, shall register for the meeting no later than June 5, 2020 at 10 a.m. by giving a prior notice of participation, which shall be received by the company no later than on the above mentioned date. Such notice can be given:
a) via web form at https://www.solteq.com/generalmeeting
b) by e-mail: maria.viiru@solteq.com
c) by telephone: +358 41 5297745
In connection with the registration, a shareholder shall notify his/her name, personal identification number or company ID, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Solteq Plc is used only in connection with the general meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
Previously submitted registrations to the cancelled Annual General Meeting, which was convened to be held on April 1, 2020, are not valid for this Annual General Meeting.
Advance voting
A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the general meeting by voting advance, shall register for the meeting and submit advance votes no later than June 5, 2020 at 10 a.m. by which the Company must have been received the registration and advance votes.
A shareholder, who has a Finnish book-entry account, may vote in advance on certain items on the agenda of the Annual General Meeting through the Company's website at (https://www.solteq.com/generalmeeting) from May 18, 2020 at 9:30 am (EET) until June 5, 2020 at 10:00 am (EET).
The Finnish book-entry account number of the shareholder is required for the electronic advance voting.
3. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.
Due to COVID-19 -pandemic, shareholders not voting advance, are requested to authorize lawyers Ari Syrjäläinen and Rickard Sandell from Borenius Attorneys Ltd., each alone, or a person appointed by them, to represent them and use shareholder’s voting rights in accordance with the instructions given by the shareholder.
The template power of attorney for authorizing attorney-at-law and voting instructions is available at the company’s website (https://www.solteq.com/generalmeeting). Power of attorney is requested primary to be send to AGMSolteq@borenius.com or by post to Ari Syrjäläinen / Rickard Sandell, Borenius Attorneys Ltd., Eteläesplanadi 2, 00130 Helsinki, Finland before the last date and time for registration, at which time the powers of attorney shall be delivered. Delivery of the power of attorney to Borenius Attorneys Ltd. by the deadline constitutes due registration for the general meeting if the information required for registering for the meeting set out in section 2 above is included in the documents.
Possible proxy documents concerning other proxy representative(s) should be primarily sent to maria.viiru@solteq.com or by post to Solteq Plc, General Meeting, Karhumäentie 3, 01530 Vantaa Finland before the last date and time for registration.
4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on May 29, 2020 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by June 5, 2020 by 10 am. As regards nominee registered shares this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the general meeting, into the temporary shareholders’ register of the company at the latest by the time stated above and take necessary actions to vote advance on behalf of the shareholder.
5. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice of the general meeting, the total number of shares in Solteq Plc is 19 306 527 shares, which represents the same number of votes.
Vantaa May 18, 2020
SOLTEQ PLC
Board of Directors
Attachments:
Remuneration Policy 2020
Distribution:
Nasdaq Helsinki
Key Media
www.solteq.com
Further information:
CEO Olli Väätäinen
Tel. +358 50 5578 111
Email:olli.vaatainen@solteq.com
CFO Kari Lehtosalo
Tel: +358 40 701 0338
E-mail: kari.lehtosalo@solteq.com
Solteq in brief
Solteq is a Nordic provider of IT services and software solutions specializing in the digitalization of business and industry-specific software. The key sectors in which the company has long term experience include retail, industry, energy and services. The company operates in Finland, Sweden, Norway, Denmark, Poland and the UK and employs 600 professionals.