Decisions of the Annual General Meeting of Solwers Plc and the organizing meeting of the Board of Directors on 21 April 2023

Solwers Plc, Company Release, 21 April 2023, at 13.00 EEST

The Annual General Meeting of Solwers Plc was held in Helsinki on 21 April 2023. The Annual General Meeting adopted the financial statements, and the members of the Board of Directors and the CEO were discharged from liability for the financial year 1.1.-31.12.2022.

Dividend payment

The Annual General Meeting decided that a dividend of EUR 0.073 per share be distributed for the financial year 2022. The dividend will be paid to a shareholder on 5 May 2023 who, on the dividend record date 25 April 2023, is registered in the Company's shareholder register maintained by Euroclear Finland Ltd.

Board of Directors and Auditor 

The Annual General Meeting decided that the remuneration of the members of the Board of Directors remain unchanged and that each member (including the Chairman of the Board) be paid a meeting compensation of EUR 2,000 per meeting.

The Annual General Meeting decided that the number of Board members shall be five and re-elected Hanna-Maria Heikkinen, John Lindahl, Mari Pantsar, Emma Papakosta and Leif Sebbas to continue as Board members.

In its organizing meeting after the Annual General Meeting the Board of Directors elected Leif Sebbas as the Chairman of the Board.

The Annual General Meeting decided that the remuneration to the Auditor is paid in accordance with the invoice approved by the Company. Audit firm Revico Grant Thornton Ltd was re-elected as Auditor of the Company. Satu Peltonen, APA, acts as the Responsible Auditor. 

Amendment of the Articles of Associations

The Annual General Meeting resolved 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).“

Authorisation of the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of own shares

The Annual General Meeting decided to authorise the Board of Directors 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 the AGM 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.

Authorisation of the Board of Directors to decide on the issue of shares, warrants and other special rights entitling to shares

The Annual General Meeting authorised 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 the AGM 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 was 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 arrangements 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.

Minutes of the Annual General Meeting

Advance voting was possible on the matters 7–17 on the agenda of the Annual General Meeting. All resolutions were adopted unanimously. The minutes of the meeting will be available on the Company’s website at https://solwers.com/for-investors/shareholders/annual-general-meeting-2023 / on 5 May 2023 at the latest.

Solwers Plc
Board of Directors

Further information:

Olli Kuusi, General Counsel, Solwers Plc
+358 400 355 033