03.03.2019

    Solteq Plc: Notice to the Annual General Meeting 2019

    Solteq Plc Stock Exchange Bulletin 4.3.2019 at 9.00 am.

    Shareholders of Solteq Plc are hereby invited to the Annual General Meeting of Shareholders held on Wednesday 27 March, 2019 at 10 a.m. in the Clarion Hotel Helsinki Airport, address Karhumäentie 5. The reception of the shareholders registered for the meeting begins at 9.30 a.m.

    A. Agenda of the Annual General Meeting

    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 2018

    Review by the CEO

    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 proposes to the General Meeting that no dividend will be paid from the financial period 2018.

    9. Resolution on the discharge of the members of the board of directors and the CEO from liability

    10. Resolution on the remuneration of the members of the board of directors

    11. Resolution on the number of members of the board of directors

    12. Election of members of the board of directors

    13. Resolution on the remuneration of the auditor

    14. Election of auditor

    15. Line of business and amendment to the articles of association

    The board of directors proposes to the general meeting that 2 § Line of Business of Articles of Association is amended as follows:

    2 § Line of business

    The company’s line of business is to develop, sell, consult, import, produce and rent information technology services, software, andrelated machines as well as other business related to the aforesaid. The company can own and occupy real property, shares and securities.

    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 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 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 be used as a part of remuneration of personnel. The authorization includes that the board of directors may decide the terms and other matters concerning the share issue

    The authorization is effective until the next Annual General Meeting, however, no longer than until April 30, 2020.

    17. Authorizing the board of directors to decide on accepting the company’s own shares as pledge

    The board of directors proposes 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 (direct) 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, 2020.

    18. Closing of the meeting

    B. Documents of the general meeting

    The proposals for the decisions on the agenda of the general meeting and this notice are available on Solteq Plc’s website www.solteq.com. Solteq Plc shall publish the annual report, financial statements, report by the Board of Directors and auditors’ report on Solteq Plc’s website no later than March 20, 2019. 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 March 15, 2019 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.

    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 March 22, 2019 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 e-mail: maria.viiru@solteq.com

    b) 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.

    2. 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 March 15, 2019, 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 March 22, 2019 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.

    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.

    Possible proxy documents should be delivered in originals to Solteq Plc, General Meeting, Karhumäentie 3, 01530 Vantaa Finland before the last date for registration.

    4. 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 to the general meeting, the total number of shares in Solteq Plc is 19 306 527 shares, which represents the same number of votes.

    Vantaa March 4, 2019

    SOLTEQ PLC

    Board of Directors

    Additional information:

    Olli Väätäinen, CEO
    tel +358 50 5578 111
    e-mail
    olli.vaatainen@solteq.com 

    Martti Nurminen, CFO
    tel +358 40 751 7194
    e-mail martti.nurminen@solteq.com 

    Distribution:

    NASDAQ OMX Helsinki
    Key Media
    www.solteq.com 

    2019