Solteq Oyj — Capital/Financing Update 2022

Nov 25, 2022

Solteq Plc announces a written procedure to amend the terms and conditions of its EUR 23 million senior unsecured fixed rate notes due 2024

Solteq Plc announces a written procedure to amend the terms and conditions of its EUR 23 million senior unsecured fixed rate notes due 2024

Stock exchange bulletin
25 November 2022 at 11:30 a.m

Solteq Plc (“Solteq” or the “Company”) has decided to commence a written
procedure (the “Written Procedure”) in order to amend the terms and conditions
(the “Terms and Conditions”) of its EUR 23 million senior unsecured fixed rate
notes (ISIN: FI4000442264) (the “Notes”).

The Written Procedure will be conducted following those terms and conditions
that are described in a request (the “Request”) dated 25 November 2022 and
addressed to the holders of the Notes (the “Noteholders”). The capitalized terms
in this release shall have the same meaning as in the Request.

The Terms and Conditions limit the Company's ability to incur additional
financial indebtedness under any new or existing working capital facilities, as
well as to provide of guarantees and security in respect of such additional
financial indebtedness. To, among others, provide the Company with the requisite
financial flexibility to manage the potential future increase in working capital
requirements, the Company is approaching the Noteholders with a request to
increase the permitted size of its Working Capital Facility from EUR 7,000,000
to EUR 10,000,000. The increase would be effected by amending the definition of
“Working Capital Facility” included in the Terms and Conditions.

As compensation for the Noteholders voting to approve the Request, Solteq offers
a fee of 1.0 per cent. (the “Consent Fee”) for the Nominal Amount of the Notes
held by each Noteholder. The Consent Fee shall be paid to those Noteholders from
whom Nordic Trustee Oy (the “Bondholders' Agent”) has received a valid voting
form in favour of the Request by the Final Response Time. The payment of the
Consent Fee is subject to the Request being approved by a requisite majority of
the Noteholders participating in the Written Procedure. The payment date of the
Consent Fee will be announced in connection with publication of the results of
the Written Procedure. The Noteholders, who (i) do not vote; (ii) vote in favour
of the Request but after the Final Response Time; or (iii) vote against the
Request, will not be eligible to receive a Consent Fee.

Pursuant to the Terms and Conditions, quorum in respect of the Written Procedure
in relation to the Request only exists if Noteholders representing at least 50
per cent of the Adjusted Nominal Amount reply to the Request in the Written
Procedure. The Request will be approved if at least two-thirds (2/3) of the
votes cast in the Written Procedure consent to the Request.

To be eligible to participate in the Written Procedure, a person must have been
a Noteholder on 24 November 2022 (the “Record Date”). The final deadline for
submission of a Voting Form is 3:00 p.m. (EET) on 27 December 2022 (the “Final
Response Time”), at which time the Voting Form must be received by the
Bondholders' Agent via email, post or courier delivery.

The Noteholders are advised to read carefully the Request for full details of,
and information on, the Request and the procedures for participating in the
Written Procedure. The full details of the terms and conditions of the Written
Procedure are set out in the Request, that will be delivered to the Noteholders
by the Bondholders' Agent. The Request is also attached to this release.

If the Request is not approved in the Written Procure, the Terms and Conditions
of the Notes will remain unchanged. The Notes have been listed on the official
list of Nasdaq Helsinki Ltd since 5 October 2020 under the trading code
“STQJ600024”.

Further information

CEO Aarne Aktan
Tel: +358 40 342 4440
E-mail: aarne.aktan@solteq.com

CFO Kari Lehtosalo
Tel: +358 40 701 0338
E-mail: kari.lehtosalo@solteq.com

Attachment:
Request for Written Procedure

Distribution

Nasdaq OMX Helsinki
Key media
www.solteq.com

About Solteq

Solteq is a provider of IT services and software solutions. The company is
specialized in the digitalization of business and industry-specific software.
The key sectors in which the company has long-term experience are retail,
manufacturing, utilities, and services. The company employs over 650
professionals with offices in Finland, Sweden, Norway, Denmark, Poland and the
UK, and a customer base throughout Europe.

Disclaimer

This announcement is for information purposes only and neither this announcement
nor the Request constitutes an invitation to participate in the Written
Procedure in any jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such participation under
applicable securities laws. The distribution or publication of this announcement
or of the Request in certain jurisdictions may be restricted by law and persons
into whose possession this announcement or the Request come are required by the
Company to inform themselves about, and to observe, any such restrictions.

If any Noteholder is in any doubt as to the contents of this announcement, the
Request or the action it should take, such Noteholder should seek its own
financial and legal advice, including in respect of any tax consequences,
immediately from its stockbroker, bank manager, legal counsel, accountant or
other appropriately authorised independent financial adviser.

The Written Procedure is only being made outside the United States. Neither this
announcement nor the Request is an offer of securities for sale in the United
States or any other jurisdiction. Securities may not be offered or sold in the
United States absent registration or an exemption from registration. The Notes
have not been, and will not be, registered under the Securities Act of 1933, as
amended (the “Securities Act”), or the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold in the United
States, unless an exemption from the registration requirements of the Securities
Act is available.

Attachments: