Resolutions of Solwers Plc's Annual General Meeting and the Organisational Meeting of the Board of Directors

Solwers Plc, Company Release, April 25, 2024 at 14:15 EEST

Solwers Plc's (the "Company") Annual General Meeting was held on Thursday 25 April 2024 in Meeting Park Oasis, Itämerenkatu 14, Helsinki.

Resolutions of Solwers Plc's Annual General Meeting

Adoption of the financial statements

The Annual General Meeting adopted the Company's 2023 financial statements.

Resolution on the use of the profit shown on the balance sheet and the distribution of dividend

In accordance with the Board of Directors' proposal, the Annual General Meeting resolved to transfer the loss for the financial year to the profit and loss account of previous years and resolved that a dividend of EUR 0.064 per share, corresponding to EUR 640,281.92 in total, be distributed from retained earnings.

The Annual General Meeting resolved to distribute dividend in one instalment to a shareholder who is registered in the Company’s shareholders register at the dividend record date on the 29th of April 2024, and that the dividend is paid on 6th of May 2024.

Discharge from liability

The Annual General Meeting discharged the Board members and the Managing Director from liability for the financial year 2023.

The Composition and Remuneration of the Board of Directors

The Annual General Meeting confirmed, in accordance with the proposal by the Company’s Nomination and Remuneration Committee, that the number of members of the Board of Directors shall be five (5) and resolved on the re-election of Leif Sebbas, Hanna-Maria Heikkinen, John Lindahl and Emma Papakosta and the election of Johanna Grönroos as a new member of the Board of Directors. The term of the members of the Board of Directors ends at the close of the next Annual General Meeting.

The Annual General Meeting resolved, in accordance with the proposal by the Company’s Nomination and Remuneration Committee, that the remuneration payable to the members of the Board of Directors shall be EUR 2,500 per meeting of the Board, except for the Chair of the Board, who shall be paid EUR 4,000 per meeting of the Board. In addition, the Chair of the Audit Committee shall be paid remuneration of EUR 1,500 and each member of the Audit Committee EUR 1,000 per meeting. The Chair of the Nomination and Remuneration Committee shall be paid a remuneration of EUR 1,000 and each member of the Remuneration Committee EUR 750 per meeting.

In addition, the Annual General Meeting resolved that the remuneration for Committee shall be applied from the beginning of the fiscal year 2024.

Auditor

The Annual General Meeting re-elected the firm of authorised public accountants Grant Thornton Ltd as the Company's Auditor to serve for a term ending at the close of the next Annual General Meeting, with APA Satu Peltonen as the auditor with principal responsibility. The Annual General Meeting resolved that the Auditor shall reimbursed in accordance with the auditor’s invoice approved by the Board of Directors.

Sustainability auditor

The Annual General Meeting elected Grant Thornton Ltd as the Company's sustainability auditor provider to serve for a term ending at the close of the next Annual General Meeting, with APA, ASA Satu Peltonen as the responsible sustainability auditor. The Annual General Meeting resolved that the sustainability auditor shall be reimbursed in accordance with the auditor’s invoice approved by the Board of Directors.

Proposal by the Board of Directors to amend the Articles of Associations

In accordance with the proposal of the Board of Directors, the Annual General Meeting decided to amend the Articles of Association of the Company so that it specifies that the Annual General Meeting must also decide on the approval of the remuneration report for the governing bodies and, if necessary, on the remuneration policy for the governing bodies.

Remuneration Policy for Governing Bodies

The Annual General Meeting approved the Remuneration Policy for Governing Bodies. The resolution concerning the Remuneration Policy was advisory in nature.

Authorisations on the issuance of shares

The Annual General Meeting resolved to authorise the Board of Directors to decide on the issuance of new shares or treasury shares in two parts as follows:

• Share issue authorisation I: A maximum of 1,000,000 shares, which corresponds to 10 percent of the Company’s issued shares today, exclusively for the execution of corporate acquisitions in which Solwers Plc acquires new companies or business operations to join the Solwers Group.

• Share and special rights issue authorisation II: A maximum of 500,000 shares or option rights and other special rights entitling to shares, which corresponds to 5 percent of the Company’s issued shares today. 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 both authorisations, 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. In both authorisations, the Board of Directors would be authorised to decide on the terms of the issuance of shares and option rights and other special rights.

The Board of Directors was authorised to resolve on all terms of the share issues.

The authorisations are in force until the next Annual General Meeting, but not beyond 30 June 2025.

Authorisation on the repurchase and/or on the acceptance as pledge of own shares

The Annual General Meeting resolved to authorise the Board of Directors to decide on repurchase or acceptance as pledge of the Company’s own shares in one or more tranches so that a maximum of 1,000,000 shares, representing 10 per cent of all issued and outstanding shares of the Company today, 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 authorisation is in force until the next Annual General Meeting, but not beyond 30 June 2025. 

Establishment of Shareholders Nomination Board

The Annual General Meeting resolved to establish a permanent Shareholders' Nomination Board in addition to the Nomination and Remuneration Committee of the Board of Directors and to approve its charter.  The task of the Shareholders' Nomination Committee is to prepare and present proposals to the annual general meeting and, if necessary, to an extraordinary general meeting regarding the remuneration, number, and members of the Board of Directors. Additionally, the committee is to be responsible for preparing the principles concerning the diversity of the board and for identifying potential successor candidates for members of the Board of Directors.

The Annual General Meeting accepted the charter for the Shareholders' Nomination Board.

General Meeting minutes

The minutes of the Annual General Meeting will be made available on the Company's website https://solwers.com/for-investors/shareholders/annual-general-meeting-2024/  by 9 May 2024 at the latest.

Resolutions of the Organisational Meeting of the Board of Directors of Solwers Plc

Organisation of the Board of Directors

Solwers Plc's new Board of Directors convened on Thursday 25.4.2024, following the Annual General Meeting.

The Board of Directors reappointed from among its members Leif Sebbas as the Chair. The other members of the Board of Directors are Hanna-Maria Heikkinen, John Lindahl, Emma Papakosta and Johanna Grönroos.

Pursuant to the Board of Directors' assessment all members of the Board of Directors are independent of the Company and its significant shareholders, with the exception of Leif Sebbas, who is assessed not to be independent of the Company's significant shareholders FME Consulting Oy and CEB Invest Oy.

Composition of the Board Committees

The Board appointed the committee members as follows:

Audit Committee:

• Johanna Grönroos, Chair
• Leif Sebbas, Member
• John Lindahl, Member

Nomination and Remuneration Committee:

• John Lindahl, Chair
• Emma Papakosta, Member
• Hanna-Maria Heikkinen, Member

Solwers Plc

Board of Directors

Certified Advisor: UB Corporate Finance Oy, [email protected]

Distribution:

• Nasdaq Helsinki Ltd
• Key media
• www.solwers.com