Solteq Oyj — AGM Information 2023

Mar 7, 2023

Notice to Solteq Plc's Annual General Meeting 2023

Notice to Solteq Plc's Annual General Meeting 2023

Stock Exchange Bulletin
Notice to General Meeting
March 7, 2023, at 9:00 a.m.

Shareholders of Solteq Plc are hereby invited to the Annual General Meeting to
be held on Wednesday 29 March 2023 at 10:00 (EET) at Clarion Hotel Aviapolis on
Karhumäentie 5, 01530 Vantaa, Finland. The reception of shareholders who have
registered for the meeting and distribution of ballot papers will start at 9:30
(EET) at the meeting venue.

The meeting will be held as a hybrid meeting in accordance with Chapter 5,
Section 16 (2) of the Finnish Limited Liability Companies Act. As an alternative
to attending the Annual General Meeting at the meeting venue, shareholders can
also exercise their rights fully during the meeting remotely. Instructions for
remote participation are set out in Part C of this Notice of Annual General
Meeting.

Shareholders can also exercise their voting rights by voting in advance.
Instructions for advance voting are set out in Section C of this Notice of
Annual General Meeting.

A. Agenda of the 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 Financial Statements, Report of the Board of Directors,
   and the Auditor's Report for the financial year 2022

Presentation of the CEO's review.

The Financial Statements, Report of the Board of Directors, and Auditor's Report
are available on the company's website at www.solteq.com/generalmeeting2023.

1. Adoption of the Financial Statements

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

The Board of Directors proposes to the Annual General Meeting that no dividend
is distributed based on the balance sheet to be adopted for the financial year
2022.

The shareholders of Solteq Plc representing more than 40 % of the company's
shares and votes have notified that they support the Board of Directors'
proposal.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability for the financial period 1 January to 31 December 2022

2. Advisory resolution on approval of the remuneration report for governing
   bodies

The company's Remuneration Report for governing bodies for the year 2022 based
on the company's remuneration policy adopted in the Annual General Meeting of
the company held on 10 June 2020 is attached to this notice and is available on
Solteq Plc's website at www.solteq.com/generalmeeting2023.

The Board of Directors proposes that the Annual General Meeting approves the
Remuneration Report for governing bodies. The resolution of the Annual General
Meeting on approval of the Remuneration Report shall be considered advisory.

The shareholders of Solteq Plc representing more than 40 % of the company's
shares and votes have notified that they support the approval of the
Remuneration Report for governing bodies.

1. Establishing the Shareholders' Nomination Committee and confirming its rules
   of procedure

The shareholders of Solteq Plc representing more than 40 % of the shares and
votes of the company propose to the Annual General Meeting that the
Shareholders' Nomination Committee is established for the company and its rules
of procedure are confirmed.

Aforementioned shareholders have proposed that the Shareholders' Nomination
Committee's main duties are to prepare proposals for the number, election, and
remuneration of the members of the Board of Directors for the Annual General
Meeting and, if required, to the Extraordinary General Meeting. According to the
proposal, the Shareholders' Nomination Committee is established for time being,
until the General Meeting decides otherwise. The Shareholders' Nomination
Committee shall consist of a maximum of four (4) members representing Solteq's
four (4) largest shareholders, representing the largest proportion of the votes
attached to all Solteq shares on August 31 in the year preceding the Annual
General Meeting. At the discretion of the Shareholders' Nomination Committee,
the Chairman of the Board of Directors may be invited to the Shareholders'
Nomination Committee as an expert member without membership or voting rights,
and without affecting the quorum of the Nomination Committee. The Shareholders'
Nomination Committee elects a chairman from among its members. The term of
office of the members of the Shareholders' Nomination Committee ends every year
with the appointment of the next Shareholders' Nomination Committee.

The Shareholders' Nomination Committee's composition, duties and operation are
defined in more detail in the Rules of Procedure of the Shareholders' Nomination
Committee. Proposal for the Rules of Procedure is available on the company's
website at www.solteq.com/generalmeeting2023

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

The shareholders of Solteq Plc representing more than 40 % of the shares and
votes of the company propose to the Annual General Meeting that the remuneration
of the to be elected members of the Board of Directors remain the same and are
as follows during the term expiring at the end of the Annual General Meeting
2024:

A monthly remuneration of EUR 5,000 is paid to the Chairman of the Board and EUR
2,500 to the Board members. In addition, remuneration of EUR 500 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 will be reimbursed for ordinary
and reasonable expenses resulting from Board work against an invoice.

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

The shareholders of Solteq Plc representing more than 40 % 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.

1. Election of members of the Board of Directors

The shareholders of Solteq Plc representing more than 40 % of the shares and
votes of the company propose to the Annual General Meeting that for the term
expiring at the end of the Annual General Meeting 2024, the current members of
the Board of Directors Markku Pietilä, Panu Porkka, Anni Sarvaranta, Katarina
Segerståhl, and Mika Sutinen are re-elected, and Esko Mertsalmi is elected as a
new member of the Board of Directors. The new member proposed to the Board of
Directors is considered to be independent of the company and its major
shareholders.

All proposed members of the Board of Directors have given their consent to the
election.

Further information on the new member proposed to the Board of Directors is
available on the company's website at www.solteq.com/generalmeeting2023.

1. Resolution on the remuneration of the auditor

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

The shareholders of Solteq Plc representing more than 40 % of the company's
shares and votes have notified that they support the Board of Directors'
proposal.

1. Election of auditor

The Board of Directors proposes to the Annual General Meeting that one audit
firm is elected as the auditor of the company and that audit firm KPMG Oy Ab is
re-elected as the auditor of the company. KPMG Oy Ab has informed that Petri
Sammalisto, Authorised Public Accountant, is the auditor with principal
responsibility.

The shareholders of Solteq Plc representing more than 40 % of the company's
shares and votes have notified that they support the Board of Directors'
proposal.

1. Amendment of 11 § of the Articles of Association

The Board of Directors proposes to the Annual General Meeting that the 11 § of
the Articles of Association is amended to enable holding a general meeting of
shareholders entirely without a physical meeting venue as a remote meeting.

According to the proposal, the heading 11 § “Notice of meetings” of the Articles
of Association is amended to 11 § “Notice of meeting, meeting venue, and method
of participation”, and a new clause is to be added, which in its entirety would
read as follows, while 11 § would otherwise stay as same:

The Board of Directors may decide that the general meeting is held without a
meeting venue whereby the shareholders shall exercise their power of decision in
full in real-time during the meeting using telecommunication connection and
technical means (remote meeting).

Proposal for the new Articles of Association is available on the company's
website at www.solteq.com/generalmeeting2023.

1. Authorizing the Board of Directors to decide on the issuance of shares as
   well as the issuance of option rights 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 a share issue carried out with or without
payment and on issuing share options and other special rights referred to in
Chapter 10, Section 1 of the Finnish Companies Act as follows:

The maximum total amount of shares or other rights is 2,000,000. The
authorization includes the right to give new shares and special rights or convey
the company's own shares. The authorization includes the 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. The
authorization cannot be used to implement the company's incentive schemes. The
authorization is proposed to include the right for the Board of Directors to
decide on the other terms concerning the share issue and the granting of special
rights, including the subscription price and payment of the subscription price
in cash or in whole or in part by other means (subscription in kind) or by using
the subscriber's receivable 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 30 April 2024. This authorization will cancel the decision made
by the Annual General Meeting 2022 regarding the same matter.

The shareholders of Solteq Plc representing more than 40 % of the company's
shares and votes have notified that they support the Board of Directors'
proposal.

1. Authorizing the Board of Directors to decide on the issuance of shares as
   well as the issuance of option rights and other special rights entitling to
   shares as part of the implementation the company's incentive schemes

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors is authorized to decide on a share issue carried out with or without
payment and on issuing share options and other special rights referred to in
Chapter 10, Section 1 of the Finnish Companies Act as follows:

The maximum total amount of shares or other rights is 1,000,000. The
authorization includes the right to give new shares and special rights or convey
the company's own shares. The authorization includes the right to deviate from
the shareholders' pre-emptive right of subscription if there is a weighty
financial reason for the company, as part of the implementation the company's
incentive schemes. The purpose of such incentive schemes must be to bind the
company's key personnel over a period of 3 to 5 years. In addition, the purpose
is that the now-granted authorization's maximum amount covers the company's key
personnel's incentive schemes for at least 3 years. The authorization is
proposed to include the right for the Board of Directors to decide on the other
terms concerning the share issue and the granting of special rights, including
the subscription price and payment of the subscription price in cash or by using
the subscriber's receivable to offset the subscription price and to record it in
the company's balance sheet.

The authorization is effective until 30 April 2026. This authorization will
cancel the decision made by the Annual General Meeting 2022 regarding the same
matter.

The shareholders of Solteq Plc representing more than 40 % of the company's
shares and votes have notified that they support the Board of Directors'
proposal.

1. Authorizing the Board of Directors to decide on repurchasing the company's
   own shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors is authorized to decide on repurchasing the company's own shares as
follows:

On the basis of the authorization, the number of own shares to be repurchased
shall not exceed 500,000 shares. Shares may be repurchased in one or more lots.
The Company may use only unrestricted equity to repurchase its own shares.

Repurchase of own shares may be made otherwise than in proportion to the share
ownership of the shareholders (directed repurchase). The purchase price shall be
at least the lowest price paid for the company's shares in regulated trading at
the time of purchase and no more than the highest price paid for Company shares
in regulated trading at the time of purchase.

Own shares can be purchased to be used to improve the capital structure of the
company, to execute business acquisitions and other business improvement
arrangements, or as a part of the implementation of the company's incentive
schemes.

The authorization is effective until the next Annual General Meeting, however,
no longer than 30 April 2024. This authorization will cancel the decision made
by the Annual General Meeting 2022 regarding the same matter.

The shareholders of Solteq Plc representing more than 40 % of the company's
shares and votes have notified that they support the Board of Directors'
proposal.

1. 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) in connection with business acquisitions or when
executing other business arrangements. The pledge may occur in one or in
multiple transactions.

The number of own shares to be accepted as pledge shall not exceed 2,000,000
shares.

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 30 April 2024. This authorization will cancel the decision made
by the Annual General Meeting 2022 regarding the same matter.

The shareholders of Solteq Plc representing more than 40 % of the company's
shares and votes have notified that they support the Board of Directors'
proposal.

1. Closing of the meeting

B. Documents of the General Meeting

The above-mentioned proposals for resolutions on the agenda of the Annual
General Meeting and this notice are available on Solteq Plc's website at
www.solteq.com/generalmeeting2023. Solteq Plc's Financial Statements, Annual
Report, Auditor's Report, and Remuneration Report published on 7 March 2023 are
available on the aforementioned website. Copies of these documents and of this
notice will be sent to shareholders upon request.

The minutes of the Annual General Meeting will be available on the
aforementioned website no later than 12 April 2023.

C. Instructions for meeting participants

1. Shareholder registered in the shareholders' register

Shareholders who are registered in the shareholders' register held by Euroclear
Finland Oy on the record date of 17 March 2023, are entitled to participate in
the Annual General Meeting. A shareholder whose shares in the company are
registered in his/her personal Finnish book-entry account is registered in the
company's shareholders' register.

Registration for the Annual General Meeting starts on 8 March 2023 at 12:00
(EET). A shareholder entered in the company's shareholders' register who wishes
to attend the Annual General Meeting must register no later than 23 March 2023
at 16:00 (EET), by which time the registration must be received.

Registration for the Annual General Meeting:

a) via the company's website at http://www.solteq.com/generalmeeting2023.
Electronic registration requires strong identification of the shareholder or
his/her legal representative or proxy with a Finnish or Swedish bank ID or
mobile certificate.

b) by e-mail or mail. Shareholders registering by mail or e-mail shall submit
the registration form and advance voting form available on the company's website
at http://www.solteq.com/generalmeeting2023 or equivalent information to
Innovatics Oy by mail to Innovatics Oy, General Meeting / Solteq Plc,
Ratamestarinkatu 13 A, 00520 Helsinki or by e-mail to agm@innovatics.fi.

When registering, the shareholder must provide the requested information, such
as the shareholder's name, date of birth or business ID, contact details, the
name and date of birth of any assistant or proxy, and whether the shareholder or
his/her proxy will attend the General Meeting in person or remotely. The
personal data provided by shareholders to Solteq Plc will only be used in
connection with the Annual General Meeting and the processing of the related
necessary registrations.

The shareholder, his/her representative, or proxy must be able to prove his/her
identity and/or right of representation at the meeting if necessary.

Further information on registration and advance voting is available by telephone
during the registration period of the General Meeting by calling Innovatics Oy
at +358 10 2818 909 on weekdays from 9:00 to 12:00 (EET) and from 13:00 to 16:00
(EET)

1. Holder of nominee-registered shares

A holder of nominee-registered shares is entitled to participate in the Annual
General Meeting based on the shares which would entitle him/her to be entered in
the shareholders' register kept by Euroclear Finland Oy on the record date for
the General Meeting 17 March 2023. Participation also requires that the
shareholder is temporarily registered in the shareholders' register held by
Euroclear Finland Oy by 24 March 2023 by 10:00 (EET) at the latest. In the case
of nominee-registered shares, this is considered as registration for the Annual
General Meeting. Changes in the shareholding after the record date of the
General Meeting do not affect the right to participate in the Annual General
Meeting or the shareholder's voting rights.

The holder of nominee-registered shares is advised to request well in advance
the necessary instructions from his/her custodian bank regarding the temporary
registration in the register of shareholders, the issuing of proxies and voting
instructions, registration and attendance at the General Meeting and advance
voting. The account manager of the custodian bank shall register the holder of
nominee-registered shares who wish to attend the General Meeting temporarily in
the register of shareholders of the company by the aforementioned date and time
at the latest and, if necessary, arrange for advance voting on behalf of the
holder of nominee-registered shares before the end of the registration period
for holders of nominee-registered shares. Further information is also available
on the company's website at www.solteq.com/generalmeeting2023.

1. Proxy representatives and powers of attorney

A shareholder may attend the Annual General Meeting and exercise his/her rights
there through a proxy representative. A shareholder's proxy may also elect to
vote in advance as described in this notice if he/she so wishes. The proxy
representative must authenticate to the electronic registration service and
advance voting personally with strong authentication, after which he/she will be
able to register and vote in advance on behalf of the shareholder that he/she
represents. The shareholder's proxy must present dated proxy documents, or
otherwise in a reliable manner prove that he/she is entitled to represent the
shareholder at the Annual General Meeting. The right to representation can be
proved by using the suomi.fi e-Authorizations service available in the
electronic registration service.

Model proxy documents and voting instructions are available on the company's
website at www.solteq.com/generalmeeting2023. If a shareholder participates in
the Annual General Meeting through several proxies representing the shareholder
with shares held in different securities accounts, the shares on the basis of
which each proxy represents the shareholder shall be identified in connection
with the registration.

Any proxy documents are requested to be submitted preferably as an attachment
with the electronic registration or alternatively by mail to Innovatics Oy,
General Meeting / Solteq Plc, Ratamestarinkatu 13 A, 00520 Helsinki or by e-mail
to agm@innovatics.fi before the end of the registration period. In addition to
submitting the proxy documents, the shareholder or his/her proxy shall register
for the General Meeting in the manner described above in this notice.

1. Remote participation in the meeting

A shareholder entitled to attend the Annual General Meeting may participate in
the meeting and exercise his/her rights fully during the meeting not only by
attending at the meeting physically but remotely.

A shareholder or proxy who has registered to attend the Annual General Meeting
at the meeting venue may change his/her participation to remote participation.
There is no need to notify the company of the change separately. Remote
participation takes place via a remote participation link sent to the telephone
number and/or e-mail address provided when registering for the Annual General
Meeting.

Remote access to the Annual General Meeting will be provided through Inderes
Plc's general meeting service on the Videosync platform, which includes video
and audio access to the Annual General Meeting. Remote access does not require
any paid software or downloads. In addition to an internet connection,
participation requires a computer, smartphone, or tablet with speakers or
headphones for sound and a microphone for speaking. One of the following
browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or
Opera. It is advisable to log in to the meeting system well in advance.

The participation link and password for remote participation will be sent by e
-mail and/or SMS to the e-mail address and/or mobile phone number provided at
the time of registration to all those who have registered for the Annual General
Meeting no later than the day before the Annual General Meeting. Thus, advance
voters and the shareholders registered to the onsite event may participate in
the Annual General Meeting remotely via telecommunication. The votes cast by
advance voters will be taken into account in the decision-making at the Annual
General Meeting, regardless of whether they participate in the General Meeting
remotely or not. The remote participants will be able to change their advance
votes during the meeting, should a vote take place.

For more information on the general meeting service, additional instructions,
contact details of the service provider and instructions in case of possible
disruptions can be found at https://videosync.notion.site/Ohjeita-et-n
-osallistuville-osakeomistajille-Inderes-Yhti-kokousratkaisut
-ae488811332e49c2b4c990ab62148d53. A link to test the compatibility of your
computer, smartphone, or tablet with the network connection, please visit
https://flik.videosync.fi/katsoja-testi. It is recommended that the detailed
participation instructions are read before the meeting.

1. Advance voting

A shareholder whose shares in the company are registered in his/her personal
Finnish book-entry account may vote in advance between 8 March 2023 at 12:00
(EET) and 23 March 2023 at 16:00 (EET) on the agenda items 7-21 of the Annual
General Meeting.

a) via the company's website at http://www.solteq.com/generalmeeting2023.  Login
to the service is done in the same way as for registration in section C.1 of
this notice.

b) by mail or by e-mail by submitting the advance voting form available on the
company's website or equivalent information to Innovatics Oy at Innovatics Oy,
General Meeting / Solteq Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or
by e-mail at agm@innovatics.fi. Advance votes must be received by the time the
advance voting ends. The submission of votes in this way before the end of the
registration and advance voting period shall be considered as registration for
the Annual General Meeting, provided that it contains the above information
required for registration.

A shareholder who has voted in advance cannot exercise the right to ask
questions or demand a vote under the Finnish Limited Liability Companies Act
unless he/she attends the Annual General Meeting in person or by proxy at the
meeting venue or remotely.

With respect to nominee registered shareholders, the advance voting is carried
out by the account manager. The account manager may vote in advance on behalf of
the holders of nominee-registered shares whom he/she represents in accordance
with the voting instructions given by them during the registration period set
for the nominee-registered shares.

Proposal for a resolution that is subject to advance voting is deemed to have
been made at the Annual General Meeting without any changes. The conditions and
other instructions for electronic advance voting are available on the company's
website at http://www.solteq.com/generalmeeting2023.

1. Other instructions/information

The meeting language is Finnish.

Shareholders present at the Annual General Meeting have the right to ask
questions about the matters discussed at the meeting in accordance with Chapter
5, Section 25 of the Finnish Limited Liability Companies Act.

Changes in the shareholding after the record date of the Annual General Meeting
do not affect the right to participate in the Annual General Meeting or the
shareholder's voting rights.

On the date of the Notice of Annual General Meeting, Solteq Plc has a total of
19,396,501 shares representing the same number of votes.

Vantaa, 7 March 2023

SOLTEQ PLC

BOARD OF DIRECTORS

Additional Information:

Aarne Aktan, CEO
Tel: +358 40 342 4440
Email: aarne.aktan@solteq.com

Attachment:

Remuneration Report 2022

Distribution:

Nasdaq Helsinki
Key Media
www.solteq.com

Solteq in brief

Solteq is a Nordic software solution and expert service provider specializing in
retail and energy sectors and needs related to e-commerce. The company employs
over 650 professionals and has offices in Finland, Sweden, Norway, Denmark,
Poland, and the UK.

Attachments: