Notice convening the Annual General Meeting of Solwers Plc
Solwers Plc Company release 31 March 2023 at 11.00 EEST
The shareholders of Solwers Plc are invited to the Annual General Meeting to be held on 21 April 2023 at 10 a.m. [EEST] at Meeting Park Oasis, Itämerenkatu 14, 00180 Helsinki (entrance at Selkämerenkuja 1). The reception of those who have registered for the meeting and distribution of ballot papers will start on 9:30 a.m. at the meeting venue. It is not possible to follow the meeting online.
Shareholders can also exercise their voting rights by voting in advance for certain matters of the Annual General Meeting in accordance with Chapter 5, Section 16, subsection 4 of the Limited Liability Companies Act. Instructions for advance voting are set out in Part C of this notice to the General Meeting.
A. Matters to be discussed at the General Meeting
The General Meeting will discuss the following matters:
1. Opening the meeting
2. Matters of order for the meeting
The Annual General Meeting is proposed that Kyösti Siltala, attorney-at-law, shall act as the chairman of the meeting.
The chairman may ask a suitable person to act as the secretary of the meeting.
3. Election of the persons to scrutinize the minutes and to supervise the counting of votes
The Annual General Meeting is proposed that Dag Nyqvist and Martti Peljo shall act as persons to scrutinize the minutes and to supervise the counting of votes. The persons have informed the company that they are available for the task.
4. Recording the legal convening of the meeting and quorum
5. Establishment of the persons present and confirmation of the voting list
The shareholders who have the right to participate in the meeting shall be those shareholders who have registered into the meeting within the registration period, and who have the right to participate in the meeting in accordance with Chapter 5, Section 6 and 6a of the Limited Liability Companies Act, and who have either voted in advance within the advance voting period, or who participate in the meeting at present at the address of Itämerenkatu 14, 00180 Helsinki.
The voting list shall be confirmed based on the information provided by Euroclear Finland Oy and Innovatics Oy.
6. Presentation of the financial statements, annual report and auditor's report for year 2023
- Presentation of the CEO's review.
As of 31st March the financial statements, the annual report and the auditor's report are available on the company's website at www.solwers.com
7. Adoption of the financial statements
It is proposed that the Annual General Meeting will adopt the financial statements for financial period ended 31 December 2022.
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
At the end of the financial year 2022, Solwers Plc’s distributable funds amounted to EUR 38,045,715.09, of which the loss for the financial year was EUR -416,329.75.
The Board of Directors proposes to the Annual General Meeting that the loss for the financial year be transferred to retained earnings and that a dividend of EUR 0.073 per share, corresponding to EUR 723,799.89 in total, be distributed from retained earnings.
The Board of Directors proposes to the Annual General Meeting that the dividend be distributed in one installment to a shareholder who is registered in the company’s shareholders register the dividend record date 25th of April 2023, and that the dividend is paid on 5th of May 2023.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
It is proposed that the Annual General Meeting will resolve the discharge of the members of the Board of Directors and the President and CEO acted in those roles between 1 January 2022 and 31 December 2022 from liability.
10. Resolution on the remuneration of the members of the Board of Directors
The Annual General Meeting is proposed that the remuneration of the members of the Board of Directors remain unchanged and that each member of the Board of Directors (including the Chair of the Board) be paid a meeting compensation of EUR 2,000 per meeting.
11. Resolution on the number of members of the Board of Directors
The Annual General Meeting is proposed 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.
12. Election of members of the Board of Directors
The Annual General Meeting is proposed that Leif Sebbas, Hanna-Maria Heikkinen, John Lindahl, Mari Pantsar and Emma Papakosta 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. 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/for-investors/the-board-of-directors/
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the auditor be reimbursed in accordance with the auditor’s invoice approved by the Board of Directors.
14. Election of the auditor
The Board of Directors proposes to the Annual General Meeting that the audit firm Revico Grant Thornton Ltd be re-elected as the auditor for the term of the office which ends at the close of the next Annual General Meeting, who has notified that in case they are re-elected as the auditor of the company Satu Peltonen shall continue as the main responsible auditor.
15. Proposal by the Board of Directors to amend the articles of associations
The Board of Directors proposes to the General Meeting that the General Meeting resolve to amend the Company’s Articles of Association as follows:
The wording in section 9 concerning the venue of the General Meeting shall be updated to enable remote meetings as required by the Limited Liability Companies Act. The amended section reads as follows:
“The General Meeting is held at a place determined by the company's Board of Directors, which can be in Espoo, Helsinki or Vantaa in addition to the company's registered domicile. The Board of Directors may decide that the General Meeting is arranged without a meeting venue in a manner where shareholders exercise their full decision-making powers in real time during the General Meeting using telecommunications and technical means (remote meeting).“
The proposed new articles of association are, in its entirely, attached to the notice as a schedule.
Certain shareholders, who represent 59 % of all votes in the company, have informed the company in advance that they support the Board's proposal.
16. Authorisation of the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of own shares
The Board of Directors proposes that the 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 991 506 shares, representing ten per cent of all issued and outstanding shares of the Company on the day of this notice, 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 re-purchase 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.
The authorisation is in force until the next Annual General Meeting, but not beyond 30 June 2024.
Certain shareholders, who represent 59 % of all votes in the company, have informed the company in advance that they support the Board's proposal.
17. Authorisation of the Board of Directors to decide on the issue of shares, warrants 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 991 506 new shares or treasury shares, representing ten per cent of all issued and outstanding shares of the Company on the day of this notice. The Company’s strategy to grow through acquisitions has specially been considered when determining the size of the proposed authorization.
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 arrange-ments 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.
The authorization is in force until the next Annual General Meeting, but not beyond 30 June 2024.
The authorisation revokes prior authorisations of the Board of Directors to decide on the issuance of shares or special rights entitling to shares.
Certain shareholders, who represent 59 % of all votes in the company, have informed the company in advance that they support the Board's proposal.
18. Closing the meeting
B. Documents of the General Meeting
The above-mentioned proposals for resolutions on the agenda of the General Meeting and this notice are available on Solwers Plc's website at https://solwers.com/for-investors/shareholders/annual-general-meeting-2023/. Solwers Plc's financial statements, annual report and auditor's will be available on said website by 31 March 2023. The proposed 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 no later than 5 May 2023 onwards.
C. Instructions for meeting participants
1. Shareholders registered in the shareholders' register
Shareholders who are registered in the shareholders' register of Euroclear Finland Oy on the record date of the General Meeting 11 April 2023 are entitled to participate in the General Meeting. A shareholder whose shares in the company are registered in his/her personal Finnish book-entry account is registered in the company's shareholders' register.
Registration for the General Meeting starts on 3 April 2023 at 6 p.m. [EEST]. A shareholder entered in the company's shareholders' register who wishes to attend the General Meeting must register no later than 14 April 2023 at 10 a.m. [EEST], by which time the registration must be received. You can register for the General Meeting:
a) via the company's website at https://solwers.com/for-investors/shareholders/annual-general-meeting-2023/. Electronic registration requires strong identification of the shareholder or his/her legal representative or proxy with a Finnish or Swedish bank ID or mobile certificate.;
b) by e-mail or mail. [Shareholders registering by mail or e-mail shall submit the registration form and possible advance voting form available on the company's website https://solwers.com/for-investors/shareholders/annual-general-meeting-2023/ or equivalent information to Innovatics Oy by mail to Innovatics Oy, General Meeting / Solwers Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi.
When registering, please provide the requested information, such as the shareholder's [name, date of birth or business ID, contact details, the name of any assistant or proxy representative and the proxy's date of birth]. The personal data provided by shareholders to Solwers Plc will only be used in connection with the General Meeting and the processing of the necessary registrations related thereto.
The shareholder, his/her representative or proxy must be able to prove his/her identity and/or right of representation at the meeting.
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 from 9.00 a.m. to 12.00 p.m. and from 13.00 p.m. to 16.00 p.m. [EEST].
2. Holders of nominee-registered shares
A holder of nominee-registered shares is entitled to participate in the General Meeting on the basis of the shares which would entitle him/her to be entered in the shareholders' register kept by Euroclear Finland Oy on the record date for the General Meeting 11 April 2023. Participation also requires that the shareholder is temporarily registered in the shareholders' register held by Euroclear Finland Oy by 18 April 2023 by 10.00 a.m. [EEST] at the latest. In the case of nominee-registered shares, this is considered as registration for the General Meeting. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.
The holder of nominee-registered shares is advised to request well in advance the necessary instructions from his/her custodian bank regarding temporary registration in the register of shareholders, the issuing of proxy documents and voting instructions, registration, and attendance at the General Meeting and advance voting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to attend the General Meeting temporarily in the register of shareholders of the company by the aforementioned 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.
3. Proxy representatives and powers of attorney
A shareholder may attend the General Meeting and exercise his/her rights there through a proxy representative. A shareholder's proxy may also elect to vote in advance as described in this notice if he/she so wishes. The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which he/she will be able to register and vote in advance on behalf of the shareholder that he/she represents. The shareholder's proxy must present dated proxy documents, or otherwise in a reliable manner prove that he/she is entitled to represent the shareholder at the General Meeting. You can prove your right to representation by using the suomi.fi e-Authorizations service available in the electronic registration service.
Model proxy documents and voting instructions are available on the company's website https://solwers.com/for-investors/shareholders/annual-general-meeting-2023/. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.
Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to [Innovatics Oy, General Meeting / Solwers Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki 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 his/her proxy shall register for the General Meeting in the manner described above in this notice.
4. Advance voting
A shareholder whose shares in the company are registered in his/her personal Finnish book-entry account may vote in advance between 3rd April 2023 at 6 p.m. and 14th April 2023 10 a.m. [EEST] on certain items on the agenda of the General Meeting (items 7-17).
a) via the company's website at https://solwers.com/for-investors/shareholders/annual-general-meeting-2023/. Login to the service is done in the same way as for registration in section C.1 of this notice.
b) by mail or by e-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] or by e-mail at agm@innovatics.fi. Advance votes must be received by the time the advance voting ends. The submission of votes in this way before the end of the registration and advance voting period shall be considered as registration for the General Meeting, provided that it 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 or vote on a possible counterproposal unless he/she attends the General Meeting in person or by proxy at the meeting venue.
Voting in advance is not mandatory. Any votes cast in advance are taken into account in the decision-making of the General Meeting, regardless of whether the shareholder attends the General Meeting on real time. However, if a shareholder who has voted in advance wants to change his/hers votes later, he can vote again in a timely manner during the General Meeting, in which case, the shareholder’s advance votes are replaced by the votes cast during the General Meeting.
With respect to nominee registered shareholders, the 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 whom he/she represents in accordance with the voting instructions given by them during the registration period set for the nominee-registered shareholders.
Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes. The conditions and other instructions for electronic advance voting are available on the company's website at https://solwers.com/for-investors/shareholders/annual-general-meeting-2023/.
5. Other instructions/information
The meeting language is Finnish. There will not be simultaneous interpretation. However, the minutes of the General Meeting will be translated and published in English on the website of the General Meeting.
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.
Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.
On the date of the notice to the meeting, Solwers Plc has a total of 9,915,067 representing equal number of votes. The company holds no treasury shares.
In Espoo, 31 March 2023
SOLWERS PLC
Board of Directors
Certified Adviser: UB Securities Oy, Ville Väisänen, CEO, tel. +358 405 886 769
Enclosure
Schedule amendment to articles of association
Distribution:
Nasdaq Helsinki
Key media
solwers.com
