Solteq Plc, Stock Exchange Bulletin, March 30, 2021 at 11:30 a.m.
The Annual General Meeting of Solteq Plc was held in Vantaa today March 30, 2021, in accordance with the so called temporary act (677/2020) without the shareholders’ or their proxy representatives’ presence at the meeting venue. The shareholders of the company and their proxy representatives were entitled to participate the meeting and exercise their shareholder rights only by voting in advance and by presenting counterproposals and questions in advance.
The shareholders that had voted in advance and representing a total of 12,110,138 shares and 12,110,138 votes were represented at the Annual General Meeting.
The Annual General Meeting and the Board meeting, held after the Annual General Meeting made the following decisions:
DECISIONS OF THE ANNUAL GENERAL MEEETING
The Annual General Meeting approved the annual accounts and consolidated annual accounts for period 1.1.–31.12.2020 and discharged the CEO and the Board of Directors, who served during the financial period, from liability.
In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved that dividend of EUR 0.15 per share is paid for the financial period ended on 31.12.2020. The dividend record date is April 1, 2021 and the dividend shall be paid out on April 12, 2021.
The Annual General Meeting decided to appoint six members to the Board of Directors. Aarne Aktan, Lotta Kopra, Markku Pietilä Panu Porkka, Katarina Segerståhl and Mika Uotila were re-elected as members of the Board of Directors for the term expiring at the end of the Annual General Meeting of 2022.
The Annual General Meeting decided, that a monthly remuneration of 3,000 euros will be paid to the Chairman of the Board and 1,500 euros will be paid to other Board members. In addition, a remuneration of 500 euros per meeting will be paid to the Chairman of the Board and to other Board Members.
Authorised public accountants KPMG Oy Ab was re-elected as auditor of the company, and Authorised Public Accountant Petri Sammalisto will act as the responsible auditor. The auditor's fees will be paid against an reasonable invoice approved by the company.
The Annual General Meeting accepted Solteq Plc’s Remuneration Report for Governing Bodies. The resolution on the Remuneration Report is advisory.
The Annual General Meeting authorized the Board of Directors 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 and special rights or convey the company’s own shares. The authorization includes a right to deviate from the shareholders’ pre-emptive right of subscription if there is a weighty financial reason for the company, e.g. to improve the capital structure, to execute business acquisitions and other business improvement arrangements or to implement the company’s incentive schemes. The authorization includes that the Board of Directors may decide on all other terms 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, 2022 (April 30, 2022 included).
In addition, the Annual General Meeting authorized the Board of Directors 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, 2022 (April 30, 2022 included).
DECISIONS OF THE BOARD MEETING HELD AFTER THE ANNUAL GENERAL MEETING
In the Board meeting, held after the Annual General Meeting, Markku Pietilä was elected as the Chairman of the Board.
In addition, the Board of Directors elected Aarne Aktan, Katarina Segerståhl and Markku Pietilä as the members of the Audit Committee. Aarne Aktan acts as the Chairman of the Audit Committee.
For further information, please contact:
Markku Pietilä, Chairman of the Board of Directors
Tel +358 500 4551 56
Olli Väätäinen, CEO
Tel +358 50 5578 111
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.