Solteq Oyj — Proxy Solicitation & Information Statement 2018

Feb 16, 2018

Solteq Plc: Notice to the annual general meeting of shareholders 27 March 2018

Solteq Plc: Notice to the annual general meeting of shareholders 27 March 2018

Solteq Plc Stock Exchange Bulletin 16.2.2018 at 8.00 am.

Shareholders of Solteq Plc are hereby invited to the Annual General Meeting of
Shareholders to be held on 27 March, 2018 at 10 a.m. in the Clarion Hotel
Helsinki Airport, address Karhumäentie 5. The reception of the shareholders
registered for the meeting begins at 9.30 a.m.

A. Matters on the agenda of the General Meeting

At the 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 2017

Review by the CEO

1. Adoption of the annual accounts

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

The Board of Directors proposes to the General Meeting that no dividend will be
paid from the financial period 2017.

1. Resolution on the discharge of the members of the board of directors and the
   CEO from liability

2. Resolution on the remuneration of the members of the board of directors

3. Resolution on the number of members of the board of directors

4. Election of members of the board of directors

5. Resolution on the remuneration of the auditor

6. Election of auditor

7. 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 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 5.000.000. 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 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 be used as a part
of remuneration of personnel. The authorization includes that the board of
directors may decide the terms and other matters concerning the share issue

The authorization is effective until the next Annual General Meeting, however,
no longer than until April 30, 2019.

1. Closing of the meeting

B. Documents of the general meeting

The proposals for the decisions on the matters on the agenda of the general
meeting as well as this notice are available on Solteq Plc’s website. The annual
report, the report of the board of directors and the auditor’s report of Solteq
Plc, are available on the above-mentioned website no later than February 19,
2018. 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 15, 2018 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 20, 2018 at 4 p.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 e-mail: maria.viiru@solteq.com

b) 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.

1. 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 15, 2018, 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 22, 2018 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.

1. 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,
Karhumäentie 3, 01530 Vantaa Finland before the last date for registration.

1. 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 18.677.597 shares, which represents the same number of votes.

Vantaa February 15, 2018

SOLTEQ PLC

Board of Directors

Additional information:

Olli Väätäinen, CEO
tel +358 50 5578 111
e-mail olli.vaatainen@solteq.com

Antti Kärkkäinen, CFO
tel +358 40 8444 393
e-mail antti.karkkainen@solteq.com

Distribution

NASDAQ OMX Helsinki
Key Media
www.solteq.com

Solteq in brief

Solteq is a Nordic industry independent IT and software house that specialises
in business solutions. We offer total solutions for both business enhancement by
means of digitalisation and for omnicommerce: from back end processes all the
way to the customer’s purchasing experience and from supply chain management to
digital marketing. Our more than 500 experts, who work in five countries,
develop and implement solutions for clients in Europe, North America, Asia and
Australia. In 2017 Solteq’s net sales amounted to 62 million euro.