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    Annual General Meeting 2022

    Shareholders of Solteq Plc are hereby invited to the Annual General Meeting to be held on Thursday 24 March 2022 at 10:00 (EET) at Solteq Plc’s headquarters, address Karhumäentie 3, 01530 Vantaa.


    The shareholders of the company and their proxy representatives may participate in the meeting and exercise their shareholder rights only by voting in advance and by presenting counterproposals and questions in advance. Further instructions for shareholders can be found in Section C (Instructions for the participants in the General Meeting) of this notice.


    Due to the COVID-19 pandemic, the Board of Directors has resolved on exceptional meeting procedures based on the temporary act (375/2021) that came into force on 8 May 2021. It is not possible to participate in the General Meeting at the meeting venue and the meeting cannot be followed via video stream.


    The company will publish the CEO’s presentation after the General Meeting on 24 March 2022 at 14:00 (EET), in which the CEO presents the most significant events of the company’s financial year and talks about the company’s general outlooks. The CEO’s presentation may be viewed on the company’s website at www.solteq.com/generalmeeting2022. The CEO’s presentation is not part of the General Meeting and it will be published in Finnish. Find the video below.

    Important dates

    • Deadline for counterproposals of the shareholders: 7 March 2022 at 10:00
    • Deadline for advance questions of the shareholders: 10 March 2022 at 10:00
    • Registration and advance voting begins: 9 March 2022 at 12:00
    • Possible counterproposals published: 9 March 2022
    • Record date of the AGM: 14 March 2022
    • Publication of answers for the advance question of the shareholders: 15 March 2022
    • Deadline for registration and advance voting: 18 March 2022 at 10:00
    • Deadline for registration and advance voting for holders of nominee registered shares: 21 March 2022 at 10:00
    • AGM: 24 March 2022 at 10:00
    • The minutes of the AGM available on the website: 7 April 2022

    Solteq Interim CEO presentation for Annual General Meeting 2022 - video


    The most significant events of the company’s financial year and the company’s general outlook. Presentation is in Finnish only.
    Download the presentation slides from here (slides in English).


    HubSpot Video

     

    Registration and advanced voting

    A shareholder, who wants to participate in the General Meeting, shall register for the meeting and vote in advance.


    Shareholders having a Finnish book-entry account may register for the meeting and vote in advance on certain items on the agenda of the General Meeting from 9 March 2022 at 12:00 (EET) until 18 March 2022 at 10:00 (EET) as follows:



    A shareholder may submit an advance voting form voting available on the company's website at www.solteq.com/generalmeeting2022 or corresponding information to Euroclear Finland Oy by regular mail to Euroclear Finland Oy, General Meeting / Solteq Plc, P.O. Box 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu.


    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 14 March 2022, 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 temporarily registered into the shareholders’ register held by Euroclear Finland Ltd. by 21 March 2022 at 10:00 (EET) at latest. A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank.

    Information on the new members proposed to the Board of Directors

    Anni Sarvaranta

    Anni Sarvaranta

    Year of birth: 1985

    Education: M.Sc. (Tech.), Energy Technology

    Main Occupation: SVP of Transmission Business and member of the Executive Team, Gasgrid Finland Oy

    Key Work Experience: SVP of Strategy and Market Development, Gasgrid Finland Oy; Chief Operating Officer, Suomen Kaasunsiirtopalvelut Oy; Development Director, Baltic Connector Oy; Head of Strategy, Development Manager, and Product Manager, Helen Oy; Consultant, ÅF-Consult Oy

    Expertise: Electricity, heat, and gas markets and their development; strategy development and implementation; business and product portfolio development and management; complex development projects.

    Anni Sarvaranta has over 10 years of experience in the energy sector and has  an extensive understanding of the electricity, heating, and gas markets and their development in Finland and Europe.

    Anni Sarvaranta’s main role – as part of the Executive Team of Gasgrid Finland – is the management of the transfer business operations of the Finnish gas transmission network operator, Gasgrid Finland. In addition, Anni Sarvaranta has a versatile background in business and strategy development during her time with Baltic Connector Oy, which connected the gas networks of Finland and Estonia. Her previous work experience also includes Helen Oy, one of Finland’s largest heating and electricity companies. Anni Sarvaranta has also served as Chairman of the Board and a member of the Board of Finnish Association of Energy Economists. 

    Anni Sarvaranta is independent from the Company and Company’s significant shareholders. 




    Mika Sutinen

    Year of birth: 1966

    Education: M.Sc. (Econ.)

    Main Occupation: Industrial Partner, Vaaka Partners Oy. Chairman of the Board at Reaktor, Framery, Jungle Juice Bar, SGN Group, Ellun Kanat, Talentree, Kalpa, Luhta, and Staria. Member of the Board at LähiTapiola Rahoitus and Liiga.

    Key work experience: CEO, Musti Group Oy; CEO, Best Friend Group; Consultant, Partner, Instead Oy

    Mika Sutinen has acted as the CEO in various growth companies owned by four private equity investors (Capman, Axcel, Vaaka, EQT) for almost 20 years , and after which he became a Board Professional. Sutinen is a respected professional in business management, and his expertise has been recognized by awards, such as Businessman of the Year and Marketing Director of the Year. In addition, Mika Sutinen has co-written books ”Pelastetaan Strategia” (2021) with Antti Haapakorva, ”Muutosvoimaa” (2020) with Kirsi Piha, and ”Mahtava Moka” (2018) with Mikko Kuitunen. Change management and strategy are among the core competences and professional interests of Mika Sutinen.

    Mika Sutinen is independent from the Company and Company’s significant shareholders. 

    Shareholders’ counterproposals

    Shareholders who hold at least one hundredth of all shares in the company have the right to submit counterproposals concerning the matters on the agenda of the General Meeting to be placed for a vote. The shareholders submitting counterproposals shall present evidence of their ownership in connection with the delivery of the counterproposal.


    Such counterproposals shall be delivered to the company by email to agm@solteq.com no later than by 7 March 2022 at 10:00.


    Update 7.3.2022: No shareholder counterproposals were made.

    Shareholders’ questions

    A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Companies Act with respect to the matters to be considered at the meeting. Such questions shall be delivered by email to agm@solteq.com no later than by 10 March 2022 at 10:00, by which time the questions must have been received by the company. In connection with asking questions or making counterproposals, a shareholder must present sufficient evidence to the company of his/her shareholdings.


    Update 14.3.2022: No shareholder questions were made.

    Information regarding Suomi.fi authorization

    General

    A shareholder that is legal person can use the electronic Suomi.fi e-authorization service instead of the traditional proxy in Euroclear Finland’s general meeting service . In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at https://www.suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”.


    A mandate is an electronic power of attorney, the details of which are e ntered in the authorization register. When one wants to act on behalf of someone else in a service that uses Suomi.fi e-Authorizations, the valid mandates will be checked from the authorization register. The mandate can also be a right to grant a mandate or a representative’s right to grant a mandate, in which case the assignee can manage the authorizations of companies or organizations in Suomi.fi e-authorizations.


    Suomi.fi authorization service utilizes also the information on representation of organizations entered in the trade register. If a shareholder is represented at the general meeting by a person who has the sole right to represent the company (for example the managing director and authorized to sign), no separate authorization is needed. The right to represent entitles to represent at the general meeting.


    The authorization given in the Suomi.fi e-authorization service is general and applies to general meetings as a whole. If the authorization of an organization is limited to the general meeting of a particular company, the authorization is limited by a specifier. The business ID of the company in question is used for the limitation.


    Granting a mandate for transactions

    When a shareholder that is legal person authorizes a representative to the Annual General Meeting in the Suomi.fi authorization service, the authorization may be made by a person who has the right to represent the organization in the Trade Register in accordance with the terms and conditions of the Suomi.fi service. In the Suomi.fi e-Authorizations one identifies oneself with his/her personal banking IDs, mobile certificate or certificate card and chooses on behalf of which organization the mandate is being granted. An assignee/ -s is/are then appointed and the mandate “Representing at general meeting” is granted as the authorization topic, and the period of validity is defined. If the authorization is limited to the general meeting of a particular company, the authorization is limited by a specifier that uses the business ID of the company in question.


    More detailed instructions and various authorization options can be found on the Suomi.fi website. For example, the exercise of the right to grant mandate may be well suited to matters relating to general meetings. Authorization is also possible by the assignee requesting the authorization and the assignor confirming the authorization. In this case, it is good to note that the authorization is only valid once it has been confirmed by the assignor.


    Notification to a general meeting

    If the shareholder that is legal person uses the Suomi.fi electronic authorization, the assignee must identify himself or herself with strong electronic identification in Euroclear Finland's general meeting service when registering for the general meeting. The assignee is then directed to Suomi.fi service and his/her mandate for transactions is automa tically checked, after which he/she is redirected to Euroclear Finland’s service . The mandate for transactions may be based on an electronic Suomi.fi e-authorization or a right of representation based on the trade register . The strong electronic identifica tion works with personal banking IDs or a mobile certificate.


    A shareholder that is a legal person can make changes to the notification information and the assignees directly in Euroclear Finland’s service until the end of the notification period. If there are any changes after the notification period, the shareholder needs to contact the company (agm@solteq.com).