Overview
Financial overview
Equity research
Solteq is set to start showing clearly improved profitability figures, with the toughest actions now behind. Actions to secure near-term financing are also set to be achieved.
Solteq had released preliminary Q2 figures ahead of the earnings report and the comparable net sales of EUR 13.6m (-1.5% y/y) and EBIT of EUR 0.0m came as no surprise.
Solteq published preliminary Q2 figures, showing better profitability than we had estimated, while the sales continued to decline slightly, overall more on the positive side due to the current importance of profitability improvements in financing negotiations.
Annual financials
Quarterly financials
Assets
Equity and liabilities
Cashflow
Environment
Social
Governance
Annual and sustainability reports
- Annual report 2023
- Statement of Non-Financial information 2022
- Annual report 2022
- Annual report 2021
Company news
Stock exchange bulletin
Other information disclosed according to the Rules of the Exchange
13 September 2024 at 3.10 p.m. EEST
- extend the Final Maturity Date under the Terms and Conditions by 24 months, with the new Final Maturity Date being 1 October 2026;
- increase the coupon rate on the Notes from 6.0 percent to 10.0 percent;
- amend the redemption price applicable to Voluntary Total Redemptions under the Terms and Conditions by gradually increasing the redemption price of the Notes from 100.0 percent to 104.0 percent during the extended maturity period of the Notes; and
- decrease the permitted size of the Working Capital Facility included in the Terms and Conditions of the Notes to either EUR 7 million or 90 percent of EBITDA, whichever is greater.
In accordance with the request (the "Request") dated 21 August 2024 and addressed to the Noteholders, Solteq sought for the approval of the Noteholders in a Written Procedure to execute the changes to the Terms and Conditions. The Written Procedure commenced on 21 August 2024 and expired on 13 September 2024 at 3:00 p.m. (Finnish time). Pursuant to the Terms and Conditions, quorum in respect of a Written Procedure in relation to the Request existed if Noteholders representing at least 50 per cent of the Adjusted Nominal Amount reply to the Request in the Written Procedure. The approval of the Request was further subject to that at least two thirds (2/3) of the votes cast in the Written Procedure consent to the Request. Quorum in respect of a Written Procedure in relation to the Request existed and the Request was approved by required majority of the Noteholders participating in the Written Procedure. Thus, the requested amendments to the Terms and Conditions will become effective as of 13 September 2024. The amendments to the Terms and Conditions as approved in the Written Procedure are attached to this stock exchange release.
The Company will pay to those Noteholders who have voted in favour of the Request a fee of 1.75 per cent (the "Fee") for the Nominal Amount of the Notes held by each Noteholder for which such Noteholder has voted in favour of the Request. The Fee will be paid to those Noteholders from whom a valid Voting Form in favour of the Request was received by Nordic Trustee Oy before the Final Response Time, and who remain to be Noteholders on 17 September 2024. The Fee will be paid no later than 1 October 2024 to the Noteholders eligible to receive it, as described in more detail in the Request.
Further information
CEO Aarne Aktan
Tel: +358 40 342 4440
E-mail:
CFO, General Counsel Mikko Sairanen
Tel: +358 50 567 3421
E-mail:
Attachment:
The amendments to the Terms and Conditions as approved in the Written Procedure
Distribution
Nasdaq Helsinki
Key media
www.solteq.com
About Solteq
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.
Stock Exchange Bulletin,
Other information disclosed according to the rules of the Exchange
September 6, 2024, at 4:00 p.m.
The Shareholders' Nomination Committee of Solteq Plc consists of representatives of the four largest shareholders, registered on August 30, 2024.
- Markku Pietilä, Chairman of the Board, nominated by Profiz Business Solution Oy
- Jukka Vähäpesola, Head of Equities, nominated by Keskinäinen Työeläkevakuutusyhtiö Elo
- Karoliina Lindroos, Head of Responsible Investment and Sustainability, nominated by Keskinäinen Eläkevakuutusyhtiö Ilmarinen
- Hanna Kaskela, Senior Vice President of Sustainability & Communications, nominated by Keskinäinen työeläkevakuutusyhtiö Varma
The Nomination Committee prepares proposals regarding the election and remuneration of the members of the Board of Directors to the Annual General Meeting. The newly appointed Shareholders' Nomination Committee submits its proposals to the Board of Directors no later than January 31, 2025.
Further information
CEO Aarne Aktan
Tel: +358 40 342 4440
E-mail:
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.
Stock Exchange Bulletin
Half-Year Report
August 22, 2024, at 8.00 am
Significant Turnaround in Profitability - Comparable Operating Result improved by EUR 2.1 million
- Comparable revenue totaled EUR 13.4 million (13.6) and decreased by 1.5 percent. Revenue totaled EUR 13.4 million (14.3) and decreased by 6.1 percent
- Comparable EBITDA was EUR 0.6 million (-1.3) and EBITDA EUR 0.6 million (7.7). Comparable EBITDA percent was 4.6 (-9.3)
- Comparable operating result was EUR 0.0 million (-2.1) and operating result EUR 0.0 million
- Earnings per share was EUR -0.03 (0.19)
- Comparable revenue totaled EUR 27.0 million (27.7) and decreased by 2.7 percent. Revenue totaled EUR 27.0 million (31.2) and decreased by 13.5 percent
- Comparable EBITDA was 1.0 EUR million (-1.1) and EBITDA EUR 1.0 million (9.0). Comparable EBITDA percent was 3.6 (-4.1)
- Comparable operating result was EUR -0.2 million (-2.7) and operating result EUR -0.2 million
- Earnings per share was EUR -0.06 (0.20)
- Solteq Group's equity ratio was 29.0 percent (38.4)
- Net cash flow from operating activities was EUR 1.2 million (-1.8)
- The company expects the comparable revenue to grow and the operating result to be positive. The comparable revenue was EUR 54,183 thousand for the financial year 2023
Key figures
4-6/202 4-6/202 Change 1-6/202 1-6/202 Change 1-12/20 Rolling
% 4 3 % 23 12mos
4 3
Revenue, 13,398 14,273 -6.1 26,970 31,173 -13.5 57,655 53,452
TEUR
Comparable 13,398 13,609 -1.5 26,970 27,721 -2.7 54,183 53,431
revenue,
TEUR
EBITDA, 617 7,698 -92.0 974 8,979 -89.1 8,695 691
TEUR
Comparable 617 -1,269 148.6 974 -1,149 184.8 -1,662 461
EBITDA,
TEUR
Operating 3 6,337 -99.9 -244 6,246 -103.9 -3,541 -10,031
result,
TEUR
Comparable 3 -2,076 100.2 -244 -2,727 91.1 -4,575 -2,092
operating
result,
TEUR
Result for -506 3,672 -113.8 -1,211 3,877 -131.2 -5,380 -10,468
the
financial
period,
TEUR
Earnings -0.03 0.19 -113.8 -0.06 0.20 -131.2 -0.28 -0.54
per
share, EUR
Operating 0.0 44.4 -0.9 20.0 -6.1 -18.8
result,
%
Comparable 0.0 -15.3 -0.9 -9.8 -8.4* -3.9
operating
result,
%
Equity 29.0 38.4 30.1 34.2
ratio, %
*Solteq announced new comparable figures on April 24, 2024. In the Interim report January 1st - March 31st, 2024, the percentage in question had remained incorrect.
CEO Aarne Aktan: Significant Turnaround in Profitability - Comparable Operating Result improved by EUR 2.1 million
The company's second quarter brought about a very significant turnaround in results: the comparable operating result improved by EUR 2.1 million relative to the comparison period. The Group's comparable EBITDA was EUR 0.6 million, and the comparable operating result was slightly positive for the first time in two years. This complete turnaround in profitability results from systematic and long-term efforts focused on renewing the business strategy, improving the quality of Utilities software products, and group-wide efficiency and cost-saving initiatives.
The revenue development for the review period lagged slightly behind the comparison period due to subdued customer demand. The Group's comparable revenue was EUR 13.4 million during the review period, which decreased by 1.5 percent relative to the comparison period.
The Retail & Commerce segment performed well in the subdued market and improved its performance significantly from the comparison period. The comparable operating result improved by EUR 0.8 million from the comparison period and was EUR 0.4 million positive. However, comparable revenue decreased slightly from the comparison period (-1.2 percent). During the review period, an efficiency and cost-savings program within the Commerce & Data business unit of the Retail & Commerce segment and the Group administration was implemented to improve the profitability. The company estimates achieving annual savings of approximately EUR 3.4 million through group-wide savings and reduction measures. Approximately a third of the annual cost savings is expected to be realized on the second half of 2024.
Systematic measures to improve the quality of Utilities software products and develop the operations are reflected as a significant improvement in the profitability of the Utilities segment from the comparison period. The comparable operating result improved by EUR 1.3 million and was EUR -0.4 million. The comparable operating result improved by more than 78 percent. As a result of the measures taken, the Utilities segment will return to profitable growth.
The long-term market outlook for the Retail & Commerce segment is expected to remain moderate, and demand to recover as the markets stabilize. The long-term market outlook for the Utilities segment is expected to remain good and provide opportunities for profitable growth.
On August 21, 2024, the company commenced a written procedure to amend the terms and conditions of its EUR 23 million notes maturing on October 1, 2024. In the written procedure, the noteholders' consent is being sought to postpone the final maturity date of the notes by 24 months, which would extend the maturity to October 1, 2026.
Profit Guidance 2024
The company expects the comparable revenue to grow and the operating result to be positive. The comparable revenue was EUR 54,183 thousand for the financial year 2023
Going concern principle
In assessing the going concern principle, the management of the company has considered the risks related to the refinancing of the company. The key elements of Solteq Group's debt financing are a fixed-rate bond, as well as standby and bank account credit limits.
Solteq issued a fixed-rate unsecured senior bond with a nominal value of EUR 23.0 million on October 1, 2020. Of the EUR 23.0 million bond outstanding at the time of the Half-Year Report, EUR 0.6 million was held by the company. The bond matures on October 1, 2024. The standby and bank account credit limits total EUR 7.0 million. The related financial covenants are linked to the terms of the bond.
The terms of the bond include financial covenants concerning the distribution of funds and incurring financial indebtedness other than permitted under the terms of the bond (Incurrence Covenant). The covenants require that the equity ratio exceeds 27.5 percent, the interest coverage ratio (EBITDA/net interest cost) exceeds 3.00:1, and that the Group's net interest-bearing debt to EBITDA ratio does not exceed 4:1. The covenants concerning the distribution of funds and incurring financial indebtedness other than permitted under the terms of the bond are not fulfilled based on the reporting period. The fulfillment of the covenants is always reviewed based on the last reported 12-month period. Violations of the above-mentioned financial covenants of the bond do not, as such, lead to the right to demand immediate repayment of the bond, but they limit the distribution of the company's funds and incurring financial indebtedness other than permitted under the terms of the bond. The prerequisite for the company's going concern is the restructuring of the financing.
On August 21, 2024, the company commenced a written procedure to amend the terms of the bond so that the bond maturity would be postponed by 24 months, which would extend the maturity to October 1, 2026. In addition, as part of the amendment process, the company has proposed, among other things, changing the coupon rate from 6 percent to 10 percent, and changes to the redemption price of the bond.
In assessing the going concern, the management of the company has considered the effects of the measures taken during the financial year 2024, the financial performance during the review period 1-6/2024, financial forecasts, and risks related to the availability of financing and to financial negotiations.
The company believes that the planned financing arrangements will lead to a favorable outcome. However, there are still no binding commitments on the restructuring of the financing and the outcome of the ongoing amendment procedure involves uncertainty. If the company failed to restructure the financing by the bond maturity date, the company would not be able to meet its obligations and the conditions for the company's going concern would become jeopardized.
Considering the above measures and risks, the management estimates that operations will continue and that the risk of insufficient funding is small. Therefore, the management of the company has deemed it justified to prepare the Half-Year Report under the going concern principle.
Financial reporting
The Half-Year Report has been prepared in accordance with the recognition and valuation principles of IFRS standards and using IAS 34 and the same accounting policies as the Financial Statements 2023. The new IFRS standards, taken into use on January 1, 2024, do not have a significant impact on the Group's Interim Report. The information presented in the Half-Year Report has not been audited.
Attachments
Solteq Plc's Half-Year Report January 1 - June 30, 2024
Further Information
CEO Aarne Aktan
Tel: +358 40 342 4440
E-mail:
CFO, General Counsel Mikko Sairanen
Tel: +358 50567 3421
E-mail:
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.
Stock Exchange Bulletin
Other information disclosed according to the rules of the Exchange
August 21, 2024, at 1:00 p.m.
Solteq Plc (the "Company") has decided to commence a written procedure in accordance with the terms and conditions (the "Terms and Conditions") of its EUR 23 million senior unsecured fixed rate notes (ISIN: FI4000442264) (the "Notes") to amend the Terms and Conditions of the Notes (the "Written Procedure"). The Company announced on 2 August 2024 that it was considering commencing the Written Procedure to ensure the sufficiency of its funding and the continuity of its operations.
The Written Procedure will be conducted in accordance with the terms and conditions described in the notice to the noteholders (the "Noteholders") dated 21 August 2024 (the "Request"). The capitalised English terms used in this release shall have the same meaning as in the Request.
In accordance with the Request, the Company seeks for the consent of the Noteholders in the Written Procedure to implement the amendments to the Terms and Conditions. The Company expects that the amendments to the Terms and Conditions, together with published and ongoing measures to achieve cost savings and improve its profitability, will provide it with a good opportunity to refinance the Notes.
- Extension of the Final Maturity Date under the Terms and Conditions by 24 months, with a Final Maturity Date of 1 October 2026
- Increase of the coupon rate on the Notes from 6.0 percent to 10.0 percent
- Amending the redemption price applicable to Voluntary Total Redemptions under the Terms and Conditions by gradually increasing the redemption price of the Notes from 100.0 percent to 104.0 percent during the extended maturity period of the Notes
- Decrease of the permitted size of the Working Capital Facility included in the Terms and Conditions of the Notes to either EUR 7 million or 90 percent of EBITDA, whichever is greater.
As compensation for the Noteholders voting to approve the Request, the Company will offer the Noteholders a Consent Fee of 1.75 per cent (the "Consent Fee") for the Nominal Amount of the Notes held by each Noteholder for which such Noteholder votes in favour of the Request. The Consent Fee will be paid to those Noteholders from whom Nordic Trustee Oy (the "Noteholders' Representative") has received a valid Voting Form in favor 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 upon publication of the result of the Written Procedure. Noteholders who (i) do not vote; (ii) vote in favor of the Request but after the Final Response Time; or (iii) vote against the Request, will not be eligible to receive the Consent Fee.
Pursuant to the Terms and Conditions of the Notes, a quorum in respect of the Written Procedure only exists if Noteholders participating in the Written Procedure in respect of the Request hold at least 50 percent of the Adjusted Nominal Amount of the Notes. The Request will be approved if at least two-thirds (2/3) of the votes cast in the Written Procedure vote in favor of the Request.
The right to participate in the Written Procedure is open to persons who are Noteholders on 20 August 2024 (the "Record Date"). Voting forms must be sent to the Noteholders' Representative by e-mail, post or courier to the address below so that the voting form is received no later than 13 September 2024 at 3.00 p.m. Finnish time (the "Final Response Time").
The Noteholders are advised to read the Request carefully for further details and information about the Request and the procedures for participating in the Written Procedure. The terms and conditions of the Written Procedure are fully described in the Request, which will be delivered to the Noteholders by the Noteholders' Representative. The Request for voting in the Written Procedure is also attached to this release.
If the Request is not accepted in the Written Procedure, 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:
CFO, General Counsel Mikko Sairanen
Tel: +358 50 567 3421
E-mail:
Appendix:
Request for Written Procedure
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.
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.
Stock Exchange Bulletin
Inside Information
August 2, 2024, at 10:45 a.m.
Solteq provides preliminary information about its financial development to support financing negotiations. The figures are preliminary and have not been audited.
"We have achieved a significant turnaround in earnings. In the second quarter, comparable EBITDA improved by EUR 1.9 million and the comparable operating result by EUR 2.1 million. This led to an improvement in profitability of over 15 percent and a slightly positive operating result in the second quarter.
The turnaround in profitability has taken us two years, during which we have renewed our business strategy, enhanced our operations, and carried out group-wide cost savings programs. Our personnel has been the actual driving force behind this turnaround, and I am very grateful to them for that.
Due to these actions, the net cash flow improved by EUR 3.0 million in the first half of the year relative to the comparison period. I am very pleased with our financial development," the CEO of the Company, Aarne Aktan, sums up.
Preliminary Key Figures:
- Comparable revenue totaled EUR 13.4 million (13.6) and decreased by 1.5 percent.
- Comparable EBITDA was EUR 0.6 million (-1.3) and improved by EUR 1.9 million. Comparable EBITDA percent was 4.6 (-9.3).
- Comparable operating result was EUR 0.0 million (-2.1) and improved by EUR 2.1 million. Comparable operating result percent was 0.0 (-15.3).
- Earnings per share was EUR -0.03 (0.19).
- Comparable revenue totaled EUR 27.0 million (27.7) and decreased by 2.7 percent.
- Comparable EBITDA was EUR 1.0 million (-1.1). Comparable EBITDA percent was 3.6 (-4.1).
- Comparable operating result was EUR -0.2 million (-2.7). Comparable operating result percent was -0.9 (-9.8).
- Earnings per share was EUR -0.06 (0.20).
- Solteq Group's equity ratio was 29.0 percent (38.4).
- Net cash flow from operating activities was EUR 1.2 million (-1.8).
Solteq will publish its Half-Year Report on August 22 at 8.00 a.m., according to the previously published schedule.
Solteq considers commencing a written procedure to amend the terms and conditions of its notes
Solteq (the "Company") considers commencing a written procedure to amend the terms and conditions of its EUR 23 million senior unsecured fixed-rate notes (the "Notes") due October 1, 2024. The objective of the amendment to the terms and conditions of the Notes would be to ensure the sufficiency of funding and the continuity of operations.
- extending the Final Maturity Date of the Notes for a maximum of 24 months so that the new Final Maturity Date would be October 1, 2026, at the latest;
- increasing the coupon rate of the Notes from the current rate of 6.0 percent;
- amending the redemption procedure by increasing the redemption price of the Notes from 100.0 percent during the extended maturity period; and
- decreasing the permitted size of the Working Capital Facility included in the terms and conditions of the Notes to either EUR 7 million or 90 percent of EBITDA, whichever is greater.
The Company evaluates the possibility of commencing a written procedure in the near future. If a written procedure is commenced, the Company will publish a release on the matter and draft a request to the Noteholders for the written procedure and the proposed changes to the terms and conditions of the Notes. Approving the proposed changes would require that at least 20 percent of the Adjusted Nominal Amount and at least two-thirds (2/3) of the votes cast would consent to the request.
Distribution
Nasdaq Helsinki
Key media
www.solteq.com
Further information
CEO Aarne Aktan
Tel: +358 40 342 4440
E-mail:
CFO, General Counsel Mikko Sairanen
Tel: +358 50 567 3421
E-mail:
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 operates with over 400 professionals in Finland, Sweden, Norway, Denmark, Poland, and the UK.
Stock Exchange Bulletin
Other information disclosed according to the rules of the Exchange
June 24, 2024, at 1:00 p.m.
Solteq's efficiency and cost-savings program, targeted at the Retail & Commerce segment's Commerce & Data business unit and the Group administration, has been completed. The company will execute cost-savings and reduction measures in Finland and other group companies, and it estimates achieving annual savings of approximately EUR 3.4 million. Approximately a third of the annual cost savings is expected to be realized in 2024.
As part of the efficiency and cost-savings program, the change negotiations initiated in Finland on May 6, 2024, have been concluded, and the company has decided on the actions on June 24, 2024. Based on the resignations and layoffs, the company's workforce will be reduced by 24 employees in Finland. The negotiations concerned the personnel of the Commerce & Data unit and the Group administration.
With a more agile organization and a leaner cost structure, the company aims to create conditions for improving profitability. For the Retail & Commerce segment, the long-term target for annual growth is to achieve a minimum of 8 percent for revenue and 8 percent for operating result margin.
Distribution
Nasdaq Helsinki
Key media
www.solteq.com
Further Information
CEO Aarne Aktan
Tel: +358 40 342 4440
Email:
CFO, General Counsel Mikko Sairanen
Tel: +358 50 567 3421
Email:
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 operates with nearly 500 professionals in Finland, Sweden, Norway, Denmark, Poland, and the UK.
Stock Exchange Bulletin
Inside Information
April 30, 2024, at 08:02 a.m.
Solteq Group initiates an efficiency and cost-savings program to achieve approximately EUR 3.5 million in annual cost savings. The efficiency and cost-savings program concerns the Retail & Commerce segment's Commerce & Data business unit and Group Administration. The goal is to improve profitability by reorganizing and enhancing the efficiency of operations.
"The volatile global economy continues to affect customer demand, especially in the offering of the Commerce & Data business unit. Customer organizations are cautious regarding investments, which has led to more delays in decision-making and scale-downs of scopes in project deliveries than expected. In the current market situation, we need to adjust the cost structure of both this unit and Group administration to improve Solteq's profitability," says CEO Aarne Aktan.
In Finland, Solteq initiates change negotiations under Chapter 3, Section 16 of the Co-operation Act on production and economic grounds. The change negotiations concern the employees working in the Commerce & Data unit and Group Administration. Change negotiations may lead to the termination of employment of up to 35 people. In addition, the planned measures may result in job reorganization, as well as changes to job descriptions and terms and conditions of employment, and organizational structures for all employees involved in the negotiations. The change negotiations will begin on May 6, 2024, and are expected to be completed by June 17, 2024.
Solteq Plc
Board of Directors
Further Information
CEO Aarne Aktan
Tel: +358 40 342 4440
Email:
CFO, General Counsel Mikko Sairanen
Tel: +358 50 567 3421
Email:
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 operates with nearly 500 professionals in Finland, Sweden, Norway, Denmark, Poland, and the UK.
Stock Exchange Bulletin
Changes Board/Management/Auditors
April 30, 2024, at 08:01 a.m.
Solteq Plc's CEO, Aarne Aktan (b. 1973), takes on the leadership responsibilities of the Utilities segment's business in addition to his current duties. On April 3, 2024, the company announced the resignation of Jaakko Hirvensalo, who has served as the EVP of Utilities.
Aarne Aktan has comprehensive experience in the development and commercialization of software products. In addition, he has long-standing expertise in the leadership of software businesses.
As of May 1, 2024, the composition and responsibilities of Solteq Plc's Executive Team are:
Aarne Aktan, CEO, EVP of Utilities;
Jesper Boye, EVP of Retail & Commerce;
Mikko Sairanen, CFO, General Counsel;
Oona Silén, VP of People and Culture;
Christa Tavan, Director of Marketing and Communications.
Vantaa, April 30, 2024
Solteq Plc
Board of Directors
Further information:
Markku Pietilä
Chairman of the Board
Tel: +358 50 045 5156
Email:
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 operates with nearly 500 professionals in Finland, Sweden, Norway, Denmark, Poland, and the UK.
Stock Exchange Bulletin
Interim Report
April 30, 2024, at 8.00 am
A Positive Turnaround in Profitability
Key figures
1-3/2024 1-3/2023 Change % 1-12/2023 Rolling 12mos
Revenue, TEUR 13,571 16,899 -19.7 57,655 54,327
Comparable 13,571 14,113 -3.8 54,183 53,641
revenue, TEUR
EBITDA, TEUR 358 1,281 -72.1 8,695 7,772
Comparable EBITDA, 358 121 196.7 -1,662 -1,425
TEUR
Operating result, -247 -91 -170.8 -3,541 -3,697
TEUR
Comparable -247 -652 62.1 -4,575 -4,171
operating result,
TEUR
Result for the -705 204 -445.4 -5,380 -6,289
financial period,
TEUR
Earnings per -0.04 0.01 -445.4 -0.28 -0.32
share, EUR
Operating result, -1.8 -0.5 -6.1 -6.8
%
Comparable -1.8 -4.6 -7.2 -7.8
operating result,
%
Equity ratio, % 29.3 30.5 30.1 30.0
CEO Aarne Aktan: A Positive Turnaround in Profitability
Solteq Plc's first quarter brought a positive turnaround in profitability development. However, revenue development lagged and fell short of the company's expectations due to decreased customer demand and weaker-than-expected sales performance. The Group's comparable revenue was EUR 13.6 million in the review period. The comparable revenue decreased by 2.6 percent in the Retail & Commerce segment and 7.5 percent in the Utilities segment.
The company's profitability improved during the review period. The comparable EBITDA was EUR 0.4 million, and the comparable operating result was EUR -0.2 million. The comparable EBITDA improved by EUR 0.2 million, and the comparable operating result by EUR 0.4 million relative to the comparison period. Utilities drove the turnaround in profitability. The segment's efficiency improvement program in 2023 and the persistent work with product quality assurance started materializing. In Retail & Commerce, however, profitability weakened due to a disproportionate cost structure relative to diminishing revenue.
The long-term market outlook for the Retail & Commerce segment is expected to remain moderate and demand to recover as the markets stabilize. Retail & Commerce will renew its sales strategy and account management processes during the current quarter to improve sales performance. The long-term market outlook for the Utilities segment is expected to remain good and provide opportunities for profitable growth.
Profit Guidance 2024
The company expects the comparable revenue to grow and the operating result to be positive. The comparable revenue was EUR 54,183 thousand for the financial year 2023
Going concern principle
In assessing the going concern principle, the management of the company has considered the risks related to the refinancing of the company. The key elements of Solteq Group's debt financing are a fixed-rate bond, as well as standby and bank account credit limits.
Solteq issued a fixed-rate unsecured senior bond with a nominal value of EUR 23.0 million on October 1, 2020. Of the EUR 23.0 million bond outstanding at the time of the Interim Report, EUR 0.6 million was held by the company. The bond matures on October 1, 2024. The standby and bank account credit limits total EUR 7.0 million. The related financial covenants are linked to the terms of the bond.
The terms of the bond include financial covenants concerning the distribution of funds and incurring financial indebtedness other than permitted under the terms of the bond (Incurrence Covenant). The covenants require that the equity ratio exceeds 27.5 percent, the interest coverage ratio (EBITDA/net interest cost) exceeds 3.00:1, and that the Group's net interest-bearing debt to EBITDA ratio does not exceed 4:1. The covenants concerning the distribution of funds and incurring financial indebtedness other than permitted under the terms of the bond are not fulfilled based on the reporting period. The fulfillment of the covenants is always reviewed based on the last reported 12-month period. Violations of the above-mentioned financial covenants of the bond do not, as such, lead to the right to demand immediate repayment of the bond, but they limit the distribution of the company's funds and incurring financial indebtedness other than permitted under the terms of the bond.
The prerequisite for the company's going concern is the restructuring of the financing. The company has initiated measures to arrange refinancing of the company.
In assessing the going concern, the management of the company has considered the effects of the measures taken during the financial year 2023, the financial performance during the review period 1-3/2024, financial forecasts, and risks related to the availability of financing and to financial negotiations.
The company believes that the planned financing arrangements will lead to a favorable outcome. However, there are still no binding decisions on the restructuring of the financing and if the company failed to restructure the financing by the bond maturity date, the company would not be able to meet its obligations and the conditions for the company's going concern would become jeopardized.
Considering the above measures and risks, the management estimates that operations will continue and that the risk of insufficient funding is small. Therefore, the management of the company has deemed it justified to prepare the Interim Report under the going concern principle.
Financial reporting
The Interim Report has been prepared in accordance with the recognition and valuation principles of IFRS standards and using IAS 34 and the same accounting policies as the Financial Statements 2023. The new IFRS standards, taken into use on January 1, 2024, do not have a significant impact on the Group's Interim Report. The information presented in the Interim Report has not been audited.
Attachments
Solteq Plc's Interim Report January 1 - March 31, 2024
Further Information
CEO Aarne Aktan
Tel: +358 40 342 4440
E-mail:
CFO, General Counsel Mikko Sairanen
Tel: +358 50 567 3421
E-mail:
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 nearly 500 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.
Stock exchange bulletin
Other information published under the rules of the exchange
April 24, 2024, at 1:30 p.m.
Solteq Plc publishes new comparable data for the financial year 2023. The company has changed the definition of comparable EBITDA and comparable operating result and added significant changes from product development activations and related depreciation to items affecting comparability. The definition of comparable revenue remains unchanged.
In December 2023, the company changed its operating logic of dealing with product development activities. The development of own software products is part of continuous services and standard operations, and the related product development costs no longer meet the requirements for activation. The development costs of these existing software products are thus treated as cost items in the income statement as part of normal business operations, and product development cost activations ceased in the last quarter of the financial year 2023. In addition, the company assesses the product development investments activated in the balance sheet and their expected return. As a result of the assessment, the company made write-downs totaling EUR 7.5 million. The change in operating mode affected Solteq Group's fourth quarter 2023 comprehensive income statement and consolidated balance sheet. The change did not affect the Group's comprehensive income statements or consolidated balance sheets reported for the first, second and third quarters of 2023.
In the new comparable EBITDA and comparable operating result figures for 2023, quarterly product development activations of existing software products have been adjusted as expenses and related depreciation of previous product development activations has been reversed through profit or loss as if the change described above had been made at the beginning of 2023. The new comparable figures are unaudited.
The new comparable data include quarterly reported EBITDA and operating result. The new comparable data does not affect the reported revenue. Comparable key figures are presented based on the company's segment structure. In addition, product development activations and related depreciation adjusted from comparable EBITDA are presented below by segment.
Comparable 1-3/2023 4-6/2023 7-9/2023 10-12/2023 1-12/2023
EBITDA, TEUR
Retail & 1,326 149 684 156 2,315
Commerce
Utilities -1,205 -1,418 -819 -534 -3,976
Total 121 -1,269 -135 -378 -1,662
Comparable 1-3/2023 4-6/2023 7-9/2023 10-12/2023 1-12/2023
EBITDA, %
Retail & 12.5 1.5 7.4 1.5 5.7
Commerce
Utilities -34.8 -41.2 -27.4 -14.0 -29.0
Total 0.9 -9.3 -1.1 -2.7 -3.1
Comparable 1-3/2023 4-6/2023 7-9/2023 10-12/2023 1-12/2023
operating
result, TEUR
Retail & 815 -386 261 -241 449
Commerce
Utilities -1,467 -1,689 -1,082 -785 -5,024
Total -652 -2,076 -821 -1,026 -4,575
Comparable 1-3/2023 4-6/2023 7-9/2023 10-12/2023 1-12/2023
operating
result, %
Retail & 7.7 -3.8 2.8 -2.3 1.1
Commerce
Utilities -42.4 -49.1 -36.2 -20.6 -36.7
Total -4.6 -15.3 -6.7 -7.2 -8.4
Adjusted product development activations and related depreciation:
Product 1-3/2023 4-6/2023 7-9/2023 10-12/2023 1-12/2023
development
activations
Retail & -290 -300 -363 -96 -1,048
Commerce
Utilities -537 -434 -337 0 -1,308
Total -826 -734 -700 -96 -2,356
Depreciation 1-3/2023 4-6/2023 7-9/2023 10-12/2023 1-12/2023
Retail & 249 251 260 72 831
Commerce
Utilities 257 276 289 10 831
Total 506 527 549 81 1,663
- Significant restructuring arrangements and related financial items
- Impairments
- Items related to the sale or discontinuation of significant business operations
- Costs incurred by the re-organization of operations
- Costs incurred by the integration of acquired business operations
- Severance packages for those permanently excluded from the cost structure
- Non cash flow based fees and commissions
- Costs incurred by changes in legislation
- Fines and similar indemnities, damages, and legal costs
- Significant changes in activations of development costs of own software products and related depreciation
The comparable key figures of Solteq's first interim report of 2024 will be prepared in line with the new comparability definition.
Distribution
Nasdaq Helsinki
Key media
www.solteq.com
Additional information
CEO Aarne Aktan
Tel: +358 40 342 4440
E-mail:
CFO, General Counsel Mikko Sairanen
Tel: +358 50 567 3421
E-mail:
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 nearly 500 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.
Stock Exchange Bulletin
Changes board/management/auditors
April 3, 2024, at 10:00 a.m.
Solteq Plc's EVP of Utilities and member of the Executive Team, Jaakko Hirvensalo, has announced his resignation. Hirvensalo will continue in his current position and as a member of the Executive Team until the end of April 2024.
Jaakko Hirvensalo has been employed by the company since 2021, joining the company after the business transfer agreement between Partiture Oy and Solteq. Hirvensalo has served in his current role as the EVP of the Utilities segment and a member of Solteq Group's Executive Team since January 1, 2023.
"We have made a tremendous journey in the Utilities segment, moving from a difficult situation towards a phase of exciting prospects. The foundation for success has been laid, and the time is right for me to continue my journey. I wish to express my deepest gratitude for the shared journey with the entire Utilities team, customers, and the Group Executive Team," summarizes Jaakko Hirvensalo.
The company will start the process of finding a new EVP for Utilities at once.
"I want to thank Jaakko for contributing to revitalizing the Utilities business. Jaakko's work has been crucial for the future of the company and the Utilities segment. I wish Jaakko all the best in the future," comments Aarne Aktan, CEO of Solteq Plc.
Solteq Plc' Executive Team consists of the following members as of May 1, 2024:
Aarne Aktan, CEO;
Jesper Boye, EVP of Retail & Commerce;
Mikko Sairanen, CFO, General Counsel;
Oona Silén, VP of People and Culture;
Christa Tavan, Director of Marketing and Communications.
Vantaa, April 3, 2024
Solteq Plc
Further Information
CEO Aarne Aktan
Tel: +358 40 342 4440
E-mail:
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 operates with nearly 500 professionals in Finland, Sweden, Norway, Denmark, Poland, and the UK.
Stock Exchange Bulletin
Decisions of the general meeting
March 27, 2024, at 2:00 p.m.
The Annual General Meeting of Solteq Plc was held today, 27 March 2024 without a meeting venue via real-time remote access. The Annual General Meeting supported all proposals made by the Board of Directors and Shareholders' Nomination Committee to the Annual General Meeting and adopted the following resolutions:
Financial statements, discharge of liability, and dividend distribution
The Annual General Meeting adopted the financial statements for the financial year 1 January-31 December 2023 and discharged the CEO and members of the Board of Directors who were active during the financial year from liability.
In accordance with the proposal of the Board of Directors, it was resolved that no dividend is distributed for the financial year that ended on 31 December 2023.
Electing a Board of Directors and their remuneration
The Annual General Meeting resolved that 7 members were elected to the Board of Directors. The Annual General Meeting resolved to elect the following members of the Board of Directors according to proposal of the Shareholders' Nomination Committee of Solteq Plc: Markku Pietilä, Katarina Cantell, Panu Porkka, Anni Sarvaranta, Mika Sutinen, Esko Mertsalmi and Lotta Airas.
It was resolved that a monthly remuneration of EUR 5,000 will be paid to the Chairman of the Board and EUR 2,500 to the other Board members. In addition, the Chairman and other members will be paid a meeting fee of EUR 500 for each meeting of the Board and Board committee. In addition, Board members will be reimbursed for ordinary and reasonable expenses resulting from Board work against an invoice.
Auditor
The Annual General Meeting elected audit firm PricewaterhouseCoopers Oy as the auditor of the company, and it will also carry out the assurance of the Company's sustainability reporting for the financial year 2024. PricewaterhouseCoopers Oy has informed that Tiina Puukkoniemi, Authorised Public Accountant (KHT), Authorised Sustainability Auditor (KRT), is the auditor with principal responsibility, and she would also act as the responsible sustainability reporting assurance provider.
The auditor is remunerated according to a reasonable invoice approved by the company.
Remuneration report and remuneration policy for governing bodies
The Annual General Meeting adopted the remuneration report of the company's governing bodies for year 2023 and approved the amended remuneration policy for governing bodies.
Amendment of the Articles of Association
The Annual General Meeting approved the proposal of the Board of Directors to amend Articles 1 and 11 of the Articles of Association so that the domicile of the company is Espoo and that a general meeting of shareholders can be held in addition to the domicile of the company in Helsinki or Vantaa.
Authorizing the Board of Directors to decide on the issuance of shares, option rights, and other special rights entitling to shares
The Annual General Meeting authorized the Board of Directors 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 Limited Liability Companies Act as follows:
The maximum total number of shares or other rights issued under the authorization is 2,000,000. The authorization includes the right to issue new shares and special rights or convey treasury shares. The new shares and rights can be issued and treasury shares conveyed in a directed share issue deviating 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 includes the right for the Board of Directors to decide on all other terms concerning the share issue and granting 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 record it in the company's balance sheet.
The authorization is effective until the next Annual General Meeting, however, no longer than 30 April 2025. This authorization cancels the corresponding decision made by the Annual General Meeting 2023.
Authorizing the Board of Directors to decide on repurchasing the company's own shares
The Annual General Meeting authorized the Board of Directors to decide on repurchasing the company's own shares as follows: The number of own shares to be repurchased based on the authorization cannot exceed 500,000. Shares may be repurchased in one or more lots. The Company may use only unrestricted equity to repurchase its own shares.
Own shares may be repurchased 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 at most 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 development 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 2025. This authorization cancels the corresponding decision made by the Annual General Meeting 2023.
Authorizing the Board of Directors to decide on accepting the company's own shares as pledge
The Annual General Meeting authorized the Board of Directors 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 several transactions. The number of own shares accepted as pledge cannot exceed 2,000,000. The Board of Directors decides on other terms concerning the pledge.
The authorization is effective until the next Annual General Meeting, however, no longer than 30 April 2025. This authorization cancels the corresponding decision made by the Annual General Meeting 2023.
Minutes
The minutes of the Annual General Meeting will be available by 10 April 2024 at the latest at www.solteq.com/generalmeeting.
Decisions of the Board of Directors' organizing meeting
In its organizing meeting after the Annual General Meeting, the Board of Directors elected Markku Pietilä as its chairman.
Mika Sutinen and Katarina Cantell ja Markku Pietilä were elected as members of the Audit Committee. Mika Sutinen acts as the Chairman of the Audit Committee.
SOLTEQ PLC
Distribution:
Nasdaq Helsinki
Key media
www.solteq.com
Further information:
CEO Aarne Aktan
Tel: +358 40 342 4440
E-mail:
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 nearly 500 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.
Solteq Plc
Stock Exchange Bulletin
Managers' Transactions
March 13, 2024, at 2:05 p.m.
Person subject to the notification requirement
Name: Great Expectations Capital Oy
Position: Member of the Board/Deputy member
(X) Legal person (1): Person Discharging Managerial Responsibilities In Issuer
Name: Aarne Aktan
Position: Chief Executive Officer
Issuer: Solteq Oyj
LEI: 743700HXWTM31ZHBXW13
Notification type: INITIAL NOTIFICATION
Reference number: 55306/4/4
____________________________________________
Transaction date: 2024-03-11
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009007991
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 1826 Unit price: 0.719 EUR
(2): Volume: 4905 Unit price: 0.72 EUR
(3): Volume: 3269 Unit price: 0.72 EUR
Aggregated transactions (3):
Volume: 10000 Volume weighted average price: 0.71982 EUR
Solteq Plc
Distribution:
Nasdaq Helsinki
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 nearly 500 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.
Solteq Plc
Stock Exchange Bulletin
Managers' Transactions
March 13, 2024, at 2:00 p.m.
Person subject to the notification requirement
Name: Great Expectations Capital Oy
Position: Member of the Board/Deputy member
(X) Legal person (1): Person Discharging Managerial Responsibilities In Issuer
Name: Aarne Aktan
Position: Chief Executive Officer
Issuer: Solteq Oyj
LEI: 743700HXWTM31ZHBXW13
Notification type: INITIAL NOTIFICATION
Reference number: 55300/7/9
____________________________________________
Transaction date: 2024-03-08
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009007991
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 711 Unit price: 0.719 EUR
(2): Volume: 954 Unit price: 0.719 EUR
(3): Volume: 3200 Unit price: 0.72 EUR
(4): Volume: 1666 Unit price: 0.72 EUR
(5): Volume: 1200 Unit price: 0.72 EUR
(6): Volume: 1000 Unit price: 0.72 EUR
Aggregated transactions (6):
Volume: 8731 Volume weighted average price: 0.71981 EUR
Solteq Plc
Distribution:
Nasdaq Helsinki
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 nearly 500 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.
Stock Exchange Bulletin
Notice to General Meeting
March 5, 2024, at 8:05 a.m.
Shareholders of Solteq Plc are hereby invited to the Annual General Meeting to be held on Wednesday 27 March 2024 at 10:00 (EET). The Annual General Meeting will be held without a meeting venue via real-time remote access in accordance with 11 § of the company's Articles of Association and Chapter 5, Section 16 (3) of the Finnish Limited Liability Companies Act. Instructions for 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 2023
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/generalmeeting2024.
7. Adoption of the Financial Statements
8. 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 2023.
9. 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 2023
10. Handling of the remuneration report for governing bodies
The company's Remuneration Report for governing bodies for the year 2023 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/generalmeeting2024.
The Board of Directors proposes that the Annual General Meeting approves the Remuneration Report for governing bodies for the year 2023.
11. Handling of the remuneration policy for governing bodies
The Board of Directors proposes that the Annual General Meeting approves the amended remuneration policy for governing bodies. The remuneration policy was last presented to the Annual General Meeting on 10 June 2020.
The remuneration policy has been amended regarding the setting of short-term and long-term incentive schemes for the CEO, so that the remuneration payable under short-term incentive schemes shall not exceed 75 % of the fixed annual salary and the weight of long-term incentive schemes shall at the target level constitute a significant part of the CEO's total remuneration. The amendment is intended to ensure that any variable remuneration is weighted towards the achievement of the company's long-term objectives.
The amended remuneration policy presented to the Annual General Meeting is attached to this notice and is available on the company's website at www.solteq.com/generalmeeting2024.
12. 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 2025:
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.
13. 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.
14. 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 2025, the current members of the Board of Directors Markku Pietilä, Katarina Cantell, Panu Porkka, Anni Sarvaranta, Mika Sutinen and Esko Mertsalmi are re-elected, and Lotta Airas 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, but not independent of its significant 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/generalmeeting2024.
15. 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 and that the same applies to the remuneration of the auditor for the certification of the company's Sustainability Report for the financial year 2024.
16. Election of auditor
The Company has an obligation to organize an audit firm selection procedure in accordance with the EU Audit Regulation (537/2014) concerning the audit for the financial year 2024 (mandatory auditor rotation). The Audit Committee has prepared its recommendation in accordance with the EU Audit Regulation and organized a statutory audit firm selection procedure.
In accordance with the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that, for the financial year 2024, one audit firm is elected as the auditor of the company and that audit firm PricewaterhouseCoopers Oy is elected as the auditor of the company. PricewaterhouseCoopers Oy has informed that Tiina Puukkoniemi, Authorised Public Accountant (KHT), Authorised Sustainability Auditor (KRT), is the auditor with principal responsibility.
In addition, it is proposed to the Annual General Meeting that PricewaterhouseCoopers Oy would, in accordance with Act (1252/2023) regarding amendments to the Finnish Companies Act, also carry out the assurance of the Company's sustainability reporting for the financial year 2024. PricewaterhouseCoopers Oy has notified the Company that Tiina Puukonniemi, Authorised Public Accountant (KHT), Authorised Sustainability Auditor (KRT), would act as the responsible sustainability reporting assurance provider.
Further information on the proposed auditor with the principal responsibility is available on the company's website at www.solteq.com/generalmeeting2024.
17. Amendment of the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the Articles of Association is amended so that the domicile of the company is Espoo and that a general meeting of shareholders can be held in addition to the domicile of the company in Helsinki or Vantaa.
According to the proposal of the Board of Directors, the sections 1 § and 11 § would after the amendment read as follows:
1 § Company's trade name and domicile
The trade name of the company is Solteq Oyj, in Swedish Solteq Abp and in English Solteq Plc. The domicile of the company is Espoo.
11 § Notice of meeting, meeting venue, and method of participation
The notice of the general meeting shall be given by publication in the manner prescribed by the Board of Directors in a newspaper with a national circulation or on the company's website, or otherwise in a verifiable manner not earlier than two months and not later than three weeks before the general meeting, but always at least nine days before the record date of the general meeting.
In order to attend the general meeting, a shareholder must notify the company no later than on the date specified in the notice, which may not be earlier than ten days before the general meeting.
The general meeting shall be held at a venue determined by the Board of Directors, which may be in Helsinki or Vantaa in addition to the company's domicile.
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/generalmeeting2024.
18. 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 2025. This authorization will cancel the decision made by the Annual General Meeting 2023 regarding the same matter.
19. 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 2025. This authorization will cancel the decision made by the Annual General Meeting 2023 regarding the same matter.
20. 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 2025. This authorization will cancel the decision made by the Annual General Meeting 2023 regarding the same matter.
21. 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/generalmeeting2024. Solteq Plc's Financial Statements, Annual Report, Auditor's Report, and Remuneration Report 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 10 April 2024. 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 15 March 2024, 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 2024 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 2024 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/generalmeeting2024. 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 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/generalmeeting2024 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
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. 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.
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)
2. 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 15 March 2024. Participation also requires that the shareholder is temporarily registered in the shareholders' register held by Euroclear Finland Oy by 22 March 2024 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/generalmeeting2024.
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
3. 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/generalmeeting2024. 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
4. Participation instructions
Shareholders entitled to attend the Annual General Meeting participate in the meeting and exercise their rights fully and in real-time during the meeting 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://vagm.fi/support and for a link to test the compatibility of your computer, smartphone, or tablet with the network connection, please visit https://demo.videosync.fi/agm-compatibility?language=fi. It is recommended that the detailed participation instructions are read before the meeting.
5. 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 2024 at 12:00 (EET) and 21 March 2024 at 16:00 (EET) on the agenda items 7-20 of the Annual General Meeting.
a) via the company's website at http://www.solteq.com/generalmeeting2024. 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
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 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/generalmeeting2024.
6. 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, 5 March 2024
SOLTEQ PLC
BOARD OF DIRECTORS
Additional Information:
Aarne Aktan, CEO
Tel: +358 40 342 4440
E-mail:
Attachment:
Remuneration Report 2023
Remuneration Policy 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 nearly 500 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.
| Shareholders | Date | % of Shares | % of Votes |
|---|---|---|---|
| Profiz Business Solution Oyj | 31.08.2024 | 11.3% | 11.3% |
| Elo Mutual Pension Insurance Company | 31.08.2024 | 10.3% | 10.3% |
| Ilmarinen Mutual Pension Insurance Company | 31.08.2024 | 8.5% | 8.5% |
| Varma Mutual Pension Insurance Company | 31.08.2024 | 8% | 8% |
| Aktia Capital Mutual Fund | 31.08.2024 | 4% | 4% |
| Aalto Seppo Tapio | 31.08.2024 | 3.2% | 3.2% |
| Saadetdin Ali Urhan | 31.08.2024 | 3.1% | 3.1% |
| Säästöpankki Small Cap Mutual Fund | 31.08.2024 | 2.6% | 2.6% |
| Incedo | 31.08.2024 | 1.6% | 1.6% |
| Mandatum Life Insurance Company Ltd. | 31.08.2024 | 1.5% | 1.5% |
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Company Facts
Guidance
2024: Solteq expects its comparable revenue to grow compared with 2023 and the operating result to be positive.
Financial targets
Long-term goals for the business segments: Retail & Commerce min. 8% average annual growth and min. 8% EBIT-%, Utilities min. 15% average annual growth and min 18% EBIT-%
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