Notice to Solteq Plc's Annual General Meeting 2020

HELSINKI, Finland, March 6, 2020/PRNewswire/ --

Solteq Plc, Stock Exchange Bulletin, 6.3.2020 at 2 pm.

Shareholders of Solteq Plc are hereby invited to the Annual General Meeting of Shareholders held on Wednesday 1 April, 2020 at 10 a.m. at Vantaa office of Solteq Plc, address Karhumäenkuja 2, 01530 Vantaa (Aviapolis II). The reception of the shareholders registered for the meeting begins at 9.30 a.m.

A. Agenda of the Annual General Meeting

At the Annual general meeting, the following matters will be considered:

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 2019

Business 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 Annual General Meeting that it would authorize the Board of Directors to decide, at its discretion, on the distribution of dividend of maximum total amount of 965,326.35 euros.

Unless the Board of Directors decide otherwise, a dividend of a maximum amount of 0.05 euros per share will be paid on a date decided by the Board of Directors, to shareholders that are registered in the company's shareholders' register maintained by Euroclear Finland Ltd on the dividend record date, decided by the Board of Directors. The Company shall make a separate announcement if a resolution to distribute dividend is made.

The authorization is proposed to be valid until August 31, 2020 (August 31, 2020 included).

Before the Board of Directors resolves on the distribution of dividend, it must assess whether the requirements for the distribution of dividends under the Finnish Companies Act are fulfilled in terms of the company's solvency and / or financial position.

Provided that the requirements for the distribution of dividends under the Finnish Companies Act are fulfilled, the Board of Directors may decide on the distribution of dividend mentioned above.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Handling of the remuneration policy for governing bodies

The remuneration policy for governing bodies is available at Solteq Plc's website (https://www.solteq.com/en/investors/governance/general-meeting/).

11. Resolution on the remuneration of the members of the Board of Directors

The shareholders of Solteq Plc, who represent over 60 percent of the company's shares and votes propose to the Annual General Meeting that the Board remunerations will remain unchanged and to be elected members of the Board of Directors are paid for the term expiring at the end of the Annual General Meeting 2021 as follows:

A monthly remuneration of 3.000 euros is paid to the Chairman of the Board and 1.500 euros to the Board members. In addition, remuneration of 500 euros per meeting will be paid to the Chairman of the Board and to each Board member for each Board and Board Committee meeting. In addition to the aforementioned remuneration, it is proposed that Board members should be reimbursed for ordinary and reasonable expenses resulting from Board work against an invoice.

12. Resolution on the number of members of the Board of Directors

The shareholders of Solteq Plc, who represent over 60 percent of the company's shares and votes propose to the Annual General Meeting that 6 members are to be elected to the Board of Directors.

13. Election of members of the Board of Directors

The shareholders of Solteq Plc, who represent over 60 percent of the company's shares and votes propose to the Annual General Meeting that for the term expiring at the end of the Annual General Meeting 2021, the current members of Board of Directors are re-elected: Aarne Aktan, Lotta Kopra, Markku Pietilä, Panu Porkka, Katarina Segerståhl ja Mika Uotila

All proposed members have given their consent to the election.

14. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting that company's auditor will be reimbursed according to the auditor's reasonable invoice approved by the company.

15. Election of auditor

The Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab is re-elected as the auditor of the company.

KPMG Oy Ab has notified the company that Petri Sammalisto, Authorised Public Accountant, would be the responsible auditor.

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 to the Annual General Meeting 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 financial 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 implement the Company's incentive schemes. The authorization is proposed to include that the Board of Directors may decide the terms and other matters 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, 2021 (August 30, 2021 included).

17. Authorizing the Board of Directors to decide on accepting the company's own shares as pledge

The Board of Directors proposes to the Annual General Meeting 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 (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, 2021 (August 30, 2021 included).

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 27, 2020. 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 20, 2020 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 27, 2020 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 registration form at https://www.solteq.com/en/investors/governance/general-meeting/

b) via e-mail: maria.viiru@solteq.com

c) 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 20, 2020 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 27, 2020 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 6, 2020

SOLTEQ PLC
Board of Directors

Distribution:

NASDAQ OMX Helsinki
Key Media
www.solteq.com

CONTACT:

Further information:

CEO Olli Väätäinen
Tel. +358-50-5578-111
Email:olli.vaatainen@solteq.com

CFO Kari Lehtosalo
Tel: +358-40-751-7194
E-mail: kari.lehtosalo@solteq.com

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https://news.cision.com/solteq/r/notice-to-solteq-plc-s-annual-general-meeting-2020,c3053896

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