Solwers Plc Company Release 29 March, 2022 at. 19.45
The shareholders of Solwers Plc are invited to the Annual General Meeting, which will be held on Thursday 21 April 2022 starting at 12.00 at the Company’s headquarters at the address Kappelikuja 6b, 02200 Espoo. Shareholders of the company and their proxy representatives may participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance. People may not participate the meeting in person at the venue. Instructions for shareholders are presented in this notice under section C "Instructions for the participants in the General Meeting". The meeting will not be livestreamed.
The Board of Directors of the Company has resolved on extraordinary meeting measures pursuant to a temporary derogation from the Finnish Limited Liability Companies Act (375/2021) adopted by the Finnish government on 27 April 2021 and effective as of 8 May 2021. To prevent the spread of the COVID-19 pandemic, the Company has decided to undertake certain actions permitted under the temporary legislation, so that the Annual General Meeting may be organized in a predictable way, taking into account the health and safety of the shareholders, personnel and other stakeholders of the Company.
- Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
- Opening of the meeting
- Calling the meeting to order
The Chair of the Meeting will be the company’s General Counsel Olli Kuusi. In case he would not be able to act as the Chair of the Meeting for a weighty reason, the Board of Directors will name another person it deems most suitable to act as the Chair.
- Election of person to scrutinise the minutes and to count the votes
The person to confirm the minutes and to verify the counting of votes will be Hanna Ekblad. In case Hanna Ekblad would not be able to act as the person to confirm the minutes and to verify the counting of votes for a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role.
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
The shareholders who have voted in advance within the advance voting period and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have attended the meeting.
The list of votes will be adopted according to the information provided by Euroclear Finland Oy and Innovatics Oy.
- Presentation of the Financial Statements and the Auditor’s Report for the year 2021
As participation in the Annual General Meeting is possible only by voting in advance, the company's Financial Statements 2021, which includes the Report of the Board of Directors and the Auditor's Report and is published on 29 March 2021 and available on the company’s website, is deemed to have been presented to the Annual General Meeting.
- Adoption of the Financial Statements
- Allocation of the profit shown in the balance sheet
The distributable funds of Solwers Plc (the parent company of Solwers Group) amount to EUR 32,490,306.98.
The Board of Directors proposes that the loss of the financial period EUR 883,403.88 be transferred to the retained earnings account and that the company distribute dividends from retained earnings account EUR 0,04 per share. Based on the number of shares outstanding as of the date of this notice, the total amount of the proposed dividend would be EUR 350,343.36, which correspond to approximately 21 % of the confirmed net profits of Solwers Group from financial period 2021. According to the proposal, the dividend would be paid to shareholders who on the dividend record date 25 April 2022 are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The Board of Directors propose the dividends to be paid on 2 May 2022.
- Resolution on the discharge of the members of the Board of Directors and the CEO from liability
- Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes that the remuneration of the members of the Board of Directors remain unchanged and that each member of the Board of Directors (including the Chairman of the Board) be paid a meeting compensation of EUR 2,000 per meeting.
- Resolution on the number of members of the Board of Directors
The Board of Directors proposes that five regular members be elected to the Board of Directors.
- Election of members of the Board of Directors
The Board of Directors proposes that Leif Sebbas, Hanna-Maria Heikkinen, John Lindahl, Mari Pantsar and Emma Papakosta be re-elected to the Board of Directors.
- Resolution on the remuneration of the auditor
The Board of Directors proposes that the Auditor be reimbursed in accordance with the Auditor’s invoice approved by the Company.
- Election of the Auditor
The Board of Directors proposes that the audit firm Revico Grant Thornton Ltd be re-elected as the Auditor, who has notified that Satu Peltonen shall continue as the main responsible Auditor.
- Authorisation of the Board of Directors to decide on the repurchase and on the acceptance as pledge of own shares
The Board of Directors proposes that the Annual General Meeting resolve to authorise the Board to decide on the repurchase or acceptance as pledge of the Company’s own shares in one or more tranches so that a maximum of 1,000,000 shares can be repurchased or accepted as pledge under the authorisation.
The decision to repurchase own shares or to accept them as pledge may not be made so that the treasury shares in the possession of, or held as pledges by, the Company and its subsidiaries would exceed one tenth of all shares.
Based on the authorisation, the Board of Directors may decide on the repurchase or acceptance as pledge of own shares in a directed manner, i.e., in a proportion other than that of the shares held by the shareholders if there is a weighty financial reason for the Company to do so.
The Board of Directors may use the authorisation to implement mergers and acquisitions or other arrangements relating to the Company’s operations, to implement personnel incentive schemes or for other purposes decided by the Board of Directors.
Own shares may be repurchased at a price determined in the Nasdaq First North Growth Market Finland multilateral trading facility operated by Nasdaq Helsinki Oy or at a price otherwise established in the market.
The authorisation is in force until the next Annual General Meeting, but not beyond 30 June 2023.
- Authorisation of the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares
The Board of Directors proposes that the General Meeting authorise the Board to decide on a share issue and the granting of option rights and other special rights entitling to shares referred to in chapter 10, section 1 of the Limited Liability Companies Act so that a maximum of 8,000,000 new shares or treasury shares can be issued under the authorisation.
Based on the authorisation, the Board of Directors may also decide on a directed issue, i.e., an issue deviating from the pre-emptive subscription rights of the shareholders.
The Board of Directors would be authorised to decide on the terms of the issuance of shares and option rights and other special rights.
The Board of Directors may use the authorisation to implement mergers and acquisitions or other arrangements relating to the Company’s operations and capital structure, to implement incentive schemes for the Group personnel or for other purposes decided by the Board of Directors.
In a share issue, the Board of Directors may decide that the subscription price may be set off against a receivable from the Company, or that special rights are issued with a condition that a receivable from the Company is used to set off the subscription price of the share.
In a share issue carried out in connection with the Company’s potential listing on First North, the Board of Directors is also entitled to decide to issue shares to the members of the Board, provided that this occurs under the same terms as shares are issued to other subscribers.
The authorisation is valid until 30 April 2024.
The authorisation does not revoke prior authorisations of the Board of Directors to decide on the issuance of shares or special rights entitling to shares.
- Closing of the meeting
- Documents of the General Meeting
This notice to the General Meeting and the documents referred to in chapter 5, section 21 of the Limited Liability Companies Act will be available as of 29 April 2022 at the Company’s headquarters at the address Kappelikuja 6b, 02200 Espoo. The financial statements of the Company are available on the Company’s website.
- Instructions for participants in the General Meeting
- Right to participate
Each shareholder who is registered on the record date of the General Meeting, 7 April 2022, in the company’s shareholders’ register held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder, whose shares are registered on the shareholder’s personal Finnish book-entry account, is registered in the company’s shareholders’ register. A shareholder may participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance.
- Registration and voting in advance
Registration for the General Meeting and advance voting will begin on 5 April 2022 at 10.00 am (EEST). A shareholder who is registered in the company’s shareholders’ register and who wishes to participate in the General Meeting, must register for the General Meeting and vote in advance no later than by 14 April 2022 at 10.00 am (EEST), by which time the votes must have been received.
When registering, requested information, such as the name, date of birth and contact details of the shareholder, must be provided. The personal data given by the shareholder to the company or Innovatics Oy will only be used in connection with the General Meeting and with the processing of related necessary registrations.
A shareholder whose shares are registered in the shareholder’s Finnish book-entry account can register and vote in advance on certain matters on the agenda of the General Meeting from 5 April at 10.00 am (EEST) until 14 April 2022 at 10.00 am (EEST) by the following means:
a) Electronically, by utilizing the company’s electronic general meeting service accessible at https://solwers.fi/en/for-investors/annual-general-meeting-2022
Electronic registration and advance voting require that the shareholder or its statutory representative or proxy representative uses strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.
A shareholder’s advance votes will be taken into account if the shareholder registers and votes in advance in accordance with the instructions set out in the company’s electronic general meeting service before the expiry of the registration and advance voting period.
b) By email or by regular mail
Alternatively, a shareholder may populate and send the advance voting form available on the company’s website or corresponding information by regular mail to Innovatics Oy, Annual General Meeting / Solwers Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi. The advance voting form will be available on the company’s website from the beginning of advance voting or shortly thereafter.
A shareholder’s advance votes will be taken into account if the shareholder provides a duly populated and signed advance voting form and the required appendices, if any, in accordance with the instructions set out on the form before the expiry of the registration and advance voting period. Sending in a duly populated advance voting form as set out above will be deemed to constitute both registration and voting in advance.
Instructions relating to the advance voting will also be available on the company’s website at https://solwers.fi/en/for-investors/annual-general-meeting-2022. Additional information on the registration and advance voting is available during the registration period of the General Meeting by telephone at +358 10 2818 909 on business days from 09.00 am (EEST) until 12.00 noon (EEST) and from 1.00 pm (EEST) until 04.00 pm (EEST).
- Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise its rights at the meeting by way of proxy representation. Also, the proxy representative shall vote in advance in a manner set out in this notice.
Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder they represent. Proxy representative of the shareholder shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Statutory right of representation may be demonstrated by using the suomi.fi e-authorisations service which is in use in the online registration service.
A proxy and voting instructions template will be available on the company’s website at https://solwers.fi/en/for-investors/annual-general-meeting-2022 from the beginning of advance voting or shortly thereafter. The proxy representative of a shareholder shall deliver duly populated and signed proxy documents together with the signed and duly populated advance voting form in accordance with the instructions set out in the form primarily as an attachment in connection with the electronic registration and advance voting or alternatively to Innovatics Oy by regular mail to Innovatics Oy, Annual General Meeting / Solwers Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the expiry of the registration and advance voting period, by which time the documents must be received by Innovatics Oy.
Only delivering proxy documents to the company or Innovatics Oy does not result in the shareholder’s advance votes being taken into account. The successful registration of a shareholder and the shareholder’s advance votes also requires that the proxy representative registers and votes in advance on behalf of the shareholder in the manner set out in this notice.
If a shareholder wishes to participate in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, separate proxy documents for each book-entry account shall be provided and the shares by which each proxy representative represents the shareholder shall be identified in the proxy documents.
- Holder 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 the shareholder on the record date of the General Meeting, on 7 April 2022, would be entitled to be registered in the company’s shareholders’ register held by Euroclear Finland Oy.
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 Oy at the latest by 14 April 2022 at 10.00 am (EEST). For the nominee registered shares, this constitutes due registration for the General Meeting. Changes in the holding of shares that take place after the record date have no effect on the right to participate or to vote in the general meeting.
A holder of nominee-registered shares is advised to request necessary instructions regarding the registration in the company’s temporary shareholders’ register, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank without delay. The account management organisation of the custodian bank must register a holder of nominee-registered shares, who wishes to participate in the General Meeting, in the company’s temporary shareholders’ register within the registration period applicable to nominee-registered shares. The account management organization of the custodian bank shall also take care of the voting in advance on behalf of the holder of nominee-registered shares within the registration period applicable to nominee-registered shares.
- Counterproposals, right to ask questions and other information
Shareholders representing at least one hundredth (1/100) of all the shares in the company have the right to pose counterproposals concerning the matters on the agenda of the General Meeting to be placed for a vote. Such counterproposals shall be delivered to the company by email to investors@solwers.fi at the latest by 4 April at 12.00 noon (EEST), by which time the counterproposals must have been received by the company. In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding.
A counterproposal is eligible for voting at the General Meeting if the shareholder who has made the counterproposal has the right to attend the General Meeting and on the record date of the General Meeting represents at least one hundredth (1/100) of all shares in the company. If a counterproposal is not eligible for voting at the General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The company will publish any counterproposals eligible for voting on the company‘s website at x on April 5 at 10.00 am (EEST).
A shareholder has the right to ask questions with respect to the matters to be considered at the General Meeting pursuant to Chapter 5, Section 25 of the Companies Act. Such questions must be sent either through the electronic registration service or by email to investors@solwers.fi at the latest by 11 April 2022 at 10.00 am (EEST), by which time the questions must have been received.
Such questions by shareholders, responses to such questions by the company‘s management as well as other counterproposals than those eligible for voting, if any, will be available on the company‘s website at https://solwers.fi/en/for-investors/annual-general-meeting-2022 from 12 April 2022 at 6.00 pm (EEST) onwards. In connection with asking questions, shareholders are required to provide adequate evidence of their shareholding.
On the date of this notice convening the General Meeting, the total number of shares in Solwers Plc and votes represented by such shares is 8.799.804. On the date of this notice to the General Meeting, the Company holds 41.220 shares. Pursuant to the Limited Liability Companies Act, shares held by the Company itself or its subsidiaries shall not be entitled to participate in the General Meeting.
Espoo, 29 March 2022
SOLWERS PLC
Board of Directors
