Solteq Oyj — Proxy Solicitation & Information Statement 2025

Mar 5, 2025

Notice to Solteq Plc's Annual General Meeting 2025

Notice to Solteq Plc's Annual General Meeting 2025

Stock Exchange Bulletin
Notice to General Meeting
March 5, 2025, at 10:30 a.m. EET
Shareholders of Solteq Plc are hereby invited to the Annual General Meeting to
be held on Thursday, 27 March 2025, at 15:00 (EET) at FLIK Event Studio Eliel in
Sanomatalo at Töölönlahdenkatu 2, 00100 Helsinki. The reception of registered
participants and the hand-out of voting ballots at the meeting venue will start
at 14:30 (EET).

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 meeting at the meeting venue, shareholders can exercise their
rights fully during the meeting also via remote access. 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 2024

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/generalmeeting2025.

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
2024.

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 2024

2. Handling of the remuneration report for governing bodies

The company's Remuneration Report for governing bodies for the year 2024 based
on the company's remuneration policy adopted in the Annual General Meeting of
the company held on 27 March 2024 is attached to this notice and is available on
Solteq Plc's website at www.solteq.com/generalmeeting2025.

The Board of Directors proposes that the Annual General Meeting approves the
Remuneration Report for governing bodies for the year 2024.

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

The Shareholders' Nomination Committee of Solteq Plc proposes 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 2026:

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.

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

The Shareholders' Nomination Committee of Solteq Plc proposes to the Annual
General Meeting that 7 members are to be elected to the Board of Directors.

1. Election of members of the Board of Directors

The Shareholders' Nomination Committee of Solteq Plc proposes to the Annual
General Meeting that for the term expiring at the end of the Annual General
Meeting 2026, the current members of the Board of Directors Markku Pietilä,
Lotta Airas, Anni Sarvaranta, Mika Sutinen and Esko Mertsalmi are re-elected,
and Lotta Kopra and Markus Huttunen are elected as new members of the Board of
Directors. Of the proposed Board members, Markku Pietilä and Lotta Airas are
dependent on a significant shareholder of the company. All other proposed Board
members are independent of significant shareholders. All Board members are
independent of the company.

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

Further information on the new members proposed to the Board of Directors is
available on the company's website at
www.solteq.com/generalmeeting2025 (http://www.solteq.com/generalmeeting20254).

1. Resolution on the remuneration of the auditor and the sustainability
   reporting 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 and that the same applies to the remuneration of the
sustainability reporting auditor, if the company has an obligation to prepare a
Sustainability Report for the financial year 2025.

1. Election of auditor and the sustainability reporting 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
PricewaterhouseCoopers Oy is elected as the auditor. PricewaterhouseCoopers Oy
has informed that Tiina Puukkoniemi, Authorised Public Accountant (KHT), is the
auditor with principal responsibility.

In addition, if the company has an obligation to prepare a Sustainability Report
for the financial year 2025, the Board of Directors proposes to the Annual
General Meeting that the sustainability reporting assurance provider shall be
the auditor of the company.

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 option rights 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
transfer 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 2026. This authorization will cancel the decision made
by the Annual General Meeting 2024 regarding the same matter.

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 2026. This authorization will cancel the decision made
by the Annual General Meeting 2024 regarding the same matter.

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 2026. This authorization will cancel the decision made
by the Annual General Meeting 2024 regarding the same matter.

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/generalmeeting2025. Solteq Plc's Financial Statements, Annual
Report, Auditor's Report, and Remuneration Report are available on the
aforementioned website at the latest on 5 March 2025. 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 10 April 2025. The CEO's review will also
be published on Solteq Plc's website after the Annual General Meeting.

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 2025, 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. 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.

Registration for the Annual General Meeting starts on 6 March 2025 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 21 March 2025
at 16:00 (EET), by which time the registration must be received.

Registration for the Annual General Meeting is possible:

a. via the company's website at www.solteq.com/generalmeeting2025. Electronic
registration requires strong identification of the shareholder or his/her legal
representative or proxy with a Finnish, Swedish or Danish bank ID or mobile
certificate.

b. by e-mail to Innovatics Oy at agm@innovatics.fi. Shareholders registering by
e-mail shall include in the email the registration form and possible advance
voting form available on the company's website at
www.solteq.com/generalmeeting2025 or equivalent information.

c. by mail to Innovatics Oy, General Meeting / Solteq Plc, Ratamestarinkatu 13
A, FI-00520 Helsinki, Finland. Shareholders registering by mail shall include in
the mail the registration form and possible advance voting form available on the
company's website at www.solteq.com/generalmeeting2025 or equivalent
information.

When registering, the shareholder must provide the requested information, such
as the shareholder's name, date of birth or business ID, phone number and/or e
-mail address, the name of any assistant or proxy representative and the proxy's
phone number and/or e-mail and whether the shareholder or his/her proxy will
attend the Annual General Meeting at the meeting venue or via remote access. 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 venue 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 2025. Participation also requires that the
shareholder is temporarily registered in the shareholders' register held by
Euroclear Finland Oy by 24 March 2025 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/generalmeeting2025.

The holder of nominee-registered shares who has registered for the General
Meeting may also participate in the meeting in real-time using telecommunication
connection and technical means if he/she so wishes. Real-time participation to
the meeting requires, in addition to the temporary registration to the company's
shareholders' register, the shareholder's e-mail address and telephone number
and, if necessary, the submission of a power of attorney and other documents
necessary to prove the right of representation by post to Innovatics Oy, Annual
General Meeting / Solteq Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or
by e-mail to agm@innovatics.fi before the end of the registration period for
holders of nominee-registered shares, so that the shareholder can be sent a link
and password to attend the meeting. If a holder of nominee-registered shares has
authorized his/her custodian bank to cast advance votes on his/her behalf, the
votes thus cast will be taken into account as advance votes of the holder of the
nominee-registered shares at the General Meeting, unless the holder of the
nominee-registered shares votes otherwise at the General Meeting.

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. More information on e-authorization is
available at www.suomi.fi/e-authorizations.

Model proxy documents and voting instructions are available on the company's
website at www.solteq.com/generalmeeting2025. 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 the meeting at the meeting venue but also by participating remotely.

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, the
shareholders who have voted in advance 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.
If they participate remotely they 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 for
the proxy when representing several shareholders, contact details of the service
provider and instructions in case of possible disruptions can be found at
https://b2b.inderes.com/knowledge-base/inderes-agm-solutions and for a link to
test the compatibility of your computer, smartphone, or tablet with the network
connection, please visit https://b2b.inderes.com/knowledge-base/compatibility
-testing. 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 6 March 2025 at 12:00
(EET) and 21 March 2025 at 16:00 (EET) on the agenda items 7-18 of the Annual
General Meeting.

a. via the company's website at http://www.solteq.com/generalmeeting2025.
Login to the service is done in the same way as for registration in section C.1
of this notice.

b. by e-mail by submitting the advance voting form available on the company's
website or equivalent information to Innovatics Oy at agm@innovatics.fi.

c. or by 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.

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 or his/her proxy attends the Annual General Meeting at the meeting
venue or remotely.

With respect to holders of nominee-registered shares, 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/generalmeeting2025.

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.

Espoo, 5 March 2025

SOLTEQ PLC
BOARD OF DIRECTORS

Additional Information:

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

Attachment:

Remuneration Report 2024

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 400 professionals and has offices in Finland, Sweden, Norway, Denmark,
Poland, and the UK.

Attachments: