Solteq

Stock Exchange Bulletin
Managers' Transactions
April 1, 2025, at 4:00 p.m. EET

Person subject to the notification requirement
Name: Aarne Aktan
Position: Chief Executive Officer
Issuer: Solteq Oyj
LEI: 743700HXWTM31ZHBXW13
Notification type: INITIAL NOTIFICATION
Reference number: 102515/4/4

____________________________________________

Transaction date: 2025-03-28
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009007991
Nature of transaction: ACQUISITION 

Transaction details
(1): Volume: 463 Unit price: 0.712 EUR
(2): Volume: 1426 Unit price: 0.712 EUR
(3): Volume: 2728 Unit price: 0.714 EUR
(4): Volume: 100 Unit price: 0.73 EUR
(5): Volume: 50 Unit price: 0.73 EUR

Aggregated transactions (5):
Volume: 4767 Volume weighted average price: 0.71371 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 over 400 professionals and operates in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Decisions of the General Meeting
March 27, 2025, at 5:00 p.m. EET

The Annual General Meeting of Solteq Plc was held today, 27 March 2025. 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 2024 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 2024.

Election of the 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 to the Board of Directors according to the proposal of the Shareholders' Nomination Committee: Markku Pietilä, Lotta Airas, Anni Sarvaranta, Mika Sutinen, Esko Mertsalmi, Lotta Kopra and Markus Huttunen.

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. In addition, if the Company has an obligation to prepare a sustainability report for the financial year 2025, the sustainability reporting assurance provider shall be the auditor of the company. PricewaterhouseCoopers Oy has informed that Tiina Puukkoniemi, Authorised Public Accountant (KHT) is the auditor with principal responsibility.

The auditor is remunerated according to a reasonable invoice approved by the company.

Remuneration report for governing bodies

The Annual General Meeting adopted the remuneration report of the company's governing bodies for the year 2024.

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 2026. This authorization cancels the corresponding decision made by the Annual General Meeting 2024.

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. 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 2026. This authorization cancels the corresponding decision made by the Annual General Meeting 2024.

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. 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 2026. This authorization cancels the corresponding decision made by the Annual General Meeting 2024.

Minutes

The minutes of the Annual General Meeting will be available by 10 April 2025 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, Lotta Kopra and 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: aarne.aktan@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 operates in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Managers' Transactions
March 20, 2025, at 5:30 p.m. EET
____________________________________________

Person subject to the notification requirement
Name: Aarne Aktan
Position: Chief Executive Officer
Issuer: Solteq Oyj
LEI: 743700HXWTM31ZHBXW13
Notification type: INITIAL NOTIFICATION
Reference number: 101109/5/5
____________________________________________

Transaction date: 2025-03-18
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009007991
Nature of transaction: ACQUISITION

Transaction details
(1): Volume: 6618 Unit price: 0.688 EUR

Aggregated transactions
(1): Volume: 6618 Volume weighted average price: 0.688 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 over 400 professionals and operates in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Other information disclosed according to the rules of the Exchange
March 18, 2025, at 3:45 p.m. EET

Solteq Plc ("Solteq") announces that it has repurchased its outstanding notes maturing in 2026, for an aggregate amount of EUR 2,000,000. This strategic action is part of the Company's ongoing efforts to optimize its financial structure and enhance financial flexibility.

The Board of Directors has resolved to cancel the acquired notes. This decision is expected to strengthen the Company's financial position and provide greater flexibility for future operations and investments. The buybacks reduce Solteq's interest expenses, strengthening the credit profile and reducing financial risks.

The cancellation of the acquired notes is expected to be completed by the end of March. The outstanding amount of the bond (ISIN FI4000442264) will be EUR 18,740,000 after the cancellation of the acquired notes.

SOLTEQ PLC
BOARD OF DIRECTORS

Distribution:

Nasdaq Helsinki
Key media
www.solteq.com

Further information:

CEO Aarne Aktan
Tel: +358 40 342 4440
Email: aarne.aktan@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
Managers' Transactions
March 6, 2025, at 3:00 p.m. EET

____________________________________________

Person subject to the notification requirement
Name: Aarne Aktan
Position: Chief Executive Officer
Issuer: Solteq Oyj
LEI: 743700HXWTM31ZHBXW13
Notification type: INITIAL NOTIFICATION
Reference number: 98981/5/4
____________________________________________

Transaction date: 2025-03-04
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009007991
Nature of transaction: ACQUISITION

Transaction details
(1): Volume: 10000 Unit price: 0.5858 EUR

Aggregated transactions
(1): Volume: 10000 Volume weighted average price: 0.5858 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 over 400 professionals and operates in Finland, Sweden, Norway, Denmark, Poland, and the UK.

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.

1. 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.

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 2024.

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 2024

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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:

1. 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.

2. 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.

3. 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)

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 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.

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. 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.

4. 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.

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 2025 at 12:00 (EET) and 21 March 2025 at 16:00 (EET) on the agenda items 7-18 of the Annual General Meeting.

1. 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.

2. 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.

3. 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.

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. 

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.

Stock Exchange Bulletin
Annual Financial Report
March 5, 2025, at 8:00 a.m.

Solteq Plc's Annual Report for the financial period January 1 - December 31, 2024, has been published in Finnish and English. The Annual Report consists of Corporate Governance Statement, Remuneration Report, Report of the Board of Directors, Key Figures, Financial Statements, and Auditor's Report.

The Financial Statements are published in accordance with the European Single Electronic Format (ESEF) reporting requirements. The format of the report is Extensible Hypertext Markup Language (XHTML). In line with the ESEF requirements, the primary financial statements, the notes to the consolidated financial statements, and the company identification data included in the ESEF financial statements data have been marked up with XBRL tags. The audit firm PricewaterhouseCoopers Oy has provided an independent auditor's reasonable assurance report on Solteq's ESEF Financial Statements in Finnish in accordance with ISAE 3000.

The Annual Report is attached to this stock exchange bulletin and available on the Company's website.

Attachments:

Annual Report 2024
ESEF Report 2024

Further information:  

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

CFO, General Counsel Mikko Sairanen
Tel: +358 50 567 3421
E-mail: mikko.sairanen@solteq.com

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 operates in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Financial Statement Release
February 13, 2025, at 8.00 am

The last quarter saw a significant EUR 1.4 million profit improvement despite a decline in revenue

October-December

• Comparable revenue totaled EUR 12.5 million (14.2) and decreased by 12.4 percent. Revenue totaled EUR 12.5 million (14.3) and decreased by 12.5 percent
• Comparable EBITDA was EUR 0.8 million (-0.4) and EBITDA EUR 2.2 million (-0.8). Comparable EBITDA percent was 6.4 (-2.7)
• Comparable operating result was EUR 0.3 million (-1.0) and operating result EUR 1.8 million
  (-9.1). The operating result includes a profit gain of EUR 1.3 million from the sale of the Solteq Care business. Comparable operating result percent was 2.7 (-7.2)
• Earnings per share was EUR 0.03 (-0.43)

January-December

• Comparable revenue totaled EUR 50.9 million (54.2) and decreased by 6.1 percent. Revenue totaled EUR 50.9 million (57.7) and decreased by 11.8 percent
• Comparable EBITDA was EUR 2.9 million (-1.7) and EBITDA EUR 4.1 million (8.7). Comparable EBITDA percent was 5.8 (-3.1)
• Comparable operating result was EUR 0.7 million (-4.6) and operating result EUR 1.8 million
  (-3.5). Comparable operating result percent was 1.4 (-8.4)
• Earnings per share was EUR -0.06 (-0.28)
• Solteq Group's equity ratio was 30.9 percent (30.4)
• Net cash flow from operating activities was EUR 1.6 million (-5.3)
• Comparable revenue will decrease slightly, while the comparable operating result will improve significantly. Excluding the divested healthcare software solutions business, comparable revenue was EUR 48,818 thousand in the financial year 2024. Comparable operating result for the financial year 2024 was EUR 710 thousand.

Key figures

* The comparative information has been adjusted; deferred tax assets and deferred tax liabilities are presented on a net basis. In the comparison period they were presented on a gross basis.

CEO Aarne Aktan: The last quarter saw a significant EUR 1.4 million profit improvement despite a decline in revenue

The fourth quarter capped a year of consistent result improvements throughout 2024. During the fourth quarter, the comparable operating result was EUR 0.3 million, which was EUR 1.4 million better than in the comparison period. The improvement in profitability, driven by successful cost management, was significant, particularly considering the revenue decrease of EUR 1.8 million from the comparison period. Both segments diminished in revenue, generating a comparable revenue of EUR 12.5 million for the company. During the review period, the market situation was tougher than estimated, leading to a profit warning in October 2024 and a lowering of the profit guidance on comparable revenue for the fiscal year.

In Retail & Commerce, the comparable revenue, EUR 9.7 million, decreased by 7.1 percent relative to comparison period. The revenue development was affected by subdued customer demand and delays in several key customer acquisition opportunities. The efficiency measures implemented in the second and third quarters drove a comparable operating profit of EUR 1.0 million, an improvement of EUR 1.2 million, establishing the segment as the driving force behind the company's improvement in results for the review period.

In Utilities, the comparable revenue was EUR 2.8 million, down by 27.0 percent relative to the comparison period. The disappointing revenue development was caused by delays in customer deliveries in the software business and weak customer demand in the consulting business. The comparable operating result was EUR -0.7 million, which improved by 15.7 percent relative to the comparison period. 

During the review period, Danish healthcare software solutions, a part of the Retail & Commerce segment, were sold. The transaction was completed at the end of December 2024, and the net debt-free purchase price of the business was EUR 4.0 million. The transaction was a logical continuum to enhance the company's focus on selected solutions and expert services in the energy sector, retail industry, and e-commerce. Furthermore, the transaction enables the company to decrease indebtedness and financing costs.  

Overall, the year 2024 was a good one for Solteq. The company's comparable operating result turned positive and improved by more than EUR 5 million. I am very pleased with this performance. We aim to continue improving our results this year, and we are well-positioned to achieve that.

The market outlook for both segments is expected to be somewhat difficult. However, the markets are expected to stabilize gradually during the year, and the company is confident in its ability to consistently improve results.

Profit Guidance 2025

Comparable revenue will decrease slightly, while the comparable operating result will improve significantly. Excluding the divested healthcare software solutions business, comparable revenue was EUR 48,818 thousand in the financial year 2024. Comparable operating result for the financial year 2024 was EUR 710 thousand.

Financial reporting

The Financial Statements Bulletin 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 Financial Statements Bulletin. The Financial Statements Bulletin is based on the audited Financial Statements of 2024.

Attachments

Solteq Plc's Financial Statements Bulletin January 1 - December 31, 2024

Further Information

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

CFO, General Counsel Mikko Sairanen
Tel: +358 50 567 3421
E-mail: mikko.sairanen@solteq.com

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 operates in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Other information disclosed according to the rules of the Exchange
January 24, 2025, at 3:00 p.m.

Solteq Plc's Shareholders' Nomination Committee proposes to the Annual General Meeting, planned to be held on March 27, 2025, that the Annual General Meeting should decide on the composition and remuneration of the Board of Directors as follows:

Number of Board members:

The Nomination Committee proposes that the number of members of the Board of Directors is seven (7) for the term ending at the close of the Annual General Meeting of 2026. 

Composition of the Board of Directors: 

Katarina Cantell and Panu Porkka have announced that they are unavailable to continue in their roles as Board members. The Nomination Board proposes Lotta Kopra and Markus Huttunen as new members of the Board, and the re-election of current Board members Markku Pietilä, Lotta Airas, Anni Sarvaranta, Mika Sutinen, and Esko Mertsalmi. Markku Pietilä is proposed as the Chairman of the Board. 

Lotta Kopra, who has been proposed as a new member of the Board, is an experienced business leader with broad international experience in digital transformation, business development, operational management, finance and M&A transactions, and green transition. Kopra currently works as a Senior Advisor at McKinsey & Company. She served as a member of the Board of Solteq Plc from 2019 to 2022.

Markus Huttunen, who has been proposed as a new member of the Board, is a serial entrepreneur and board professional specializing in digital transformation. He has extensive experience in technology, software, professional and B2B services as an entrepreneur and board member, as well as in operative management roles. 

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.

The term of the Board members ends at the close of the next Annual General Meeting. All proposed persons have given their consent to the election.

Remuneration of Board members:

The Nomination Committee proposes that the remuneration of the Board of Directors remains unchanged and follows the company's remuneration policy:

·    the Chairman of the Board of Directors shall be paid a monthly remuneration of EUR 5,000, 
·    members of the Board of Directors shall be paid a monthly remuneration of EUR 2,500, 
·    all Board members shall be paid a fee of EUR 500 per Board or Committee meeting, and 
·    ordinary and reasonable costs arising from Board work are reimbursed to the Board members. 

Composition of the Nomination Committee

The Nomination Committee consists of four members, who represent the four largest shareholders of the company based on the shareholders' list dated August 31, 2024. The Nomination Committee that made the proposals to the Annual General Meeting 2025 includes:

·    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 made all its proposals unanimously. In preparing the proposals, the Committee considered the company's policy on Board diversity. The proposals of the Nomination Committee will be included in the notice of the Annual General Meeting, which will be published later. 

Further information:

Markku Pietilä
Chairman of the Board of Directors, Solteq Plc
Email: markku.pietila@solteq.com
Telephone: ‭+358 50 045 5156‬‬‬‬‬‬‬‬‬

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 operates in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Other information disclosed according to the rules of the Exchange
January 21, 2025, at 5:00 p.m. EET

Solteq Plc ("Solteq") announces that it has repurchased its outstanding notes for the acquired amount of EUR 2,260,000 maturing in 2026. This strategic action is part of the Company's ongoing efforts to optimize its financial structure and enhance financial flexibility.

The Board of Directors has resolved to cancel the acquired notes. This decision is expected to strengthen the Company's financial position and provide greater flexibility for future operations. The buybacks reduce Solteq's interest expenses, strengthening the credit profile and reducing financial risks. If market conditions permit, the company may continue repurchases.

The outstanding amount of the bond (ISIN FI4000442264) will be EUR 20,740,000 after the cancellation of the acquired notes.

SOLTEQ PLC
BOARD OF DIRECTORS

Distribution:

Nasdaq Helsinki
Key media
www.solteq.com

Further information:

CEO Aarne Aktan
Tel: +358 40 342 4440
Email: aarne.aktan@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
Managers' Transactions
December 23, 2024, at 3:15 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: 88921/4/4 

____________________________________________

Transaction date: 2024-12-20
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009007991
Nature of transaction: ACQUISITION 

Transaction details
(1): Volume: 227 Unit price: 0.574 EUR 
(2): Volume: 77 Unit price: 0.578 EUR 
(3): Volume: 700 Unit price: 0.58 EUR 
(4): Volume: 5 Unit price: 0.58 EUR 
(5): Volume: 147 Unit price: 0.584 EUR 
(6): Volume: 100 Unit price: 0.584 EUR 
(7): Volume: 446 Unit price: 0.586 EUR 
(8): Volume: 4997 Unit price: 0.588 EUR 
(9): Volume: 4000 Unit price: 0.592 EUR 
(10): Volume: 4217 Unit price: 0.6 EUR 
(11): Volume: 501 Unit price: 0.6 EUR 
(12): Volume: 80 Unit price: 0.6 EUR 
(13): Volume: 50 Unit price: 0.6 EUR 
(14): Volume: 3002 Unit price: 0.6 EUR 
(15): Volume: 1451 Unit price: 0.6 EUR  

Aggregated transactions (15): 
Volume: 20000 Volume weighted average price: 0.59381 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 over 400 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Solteq Plc
Stock Exchange Bulletin
Managers' Transactions
December 3, 2024, at 10:30 a.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: 86649/5/6
____________________________________________

Transaction date: 2024-11-29
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009007991
Nature of transaction: ACQUISITION 

Transaction details
(1): Volume: 1365 Unit price: 0.61 EUR 
(2): Volume: 4000 Unit price: 0.5917 EUR 

Aggregated transactions (2): 
Volume: 5365 Volume weighted average price: 0.59636 EUR
____________________________________________

Transaction date: 2024-12-02
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009007991
Nature of transaction: ACQUISITION 

Transaction details
(1): Volume: 4576 Unit price: 0.609 EUR 
(2): Volume: 5424 Unit price: 0.61 EUR 
(3): Volume: 19000 Unit price: 0.6198 EUR 

Aggregated transactions (3): 
Volume: 29000 Volume weighted average price: 0.61626 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 over 400 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Changes board/management/auditors
November 26, 2024, at 3:00 p.m. EET

Solteq Plc's EVP of Retail & Commerce and a member of the Executive Team, Jesper Boye, has announced his resignation today. He will leave his current duties as the head of the Retail & Commerce segment immediately, but he will continue with the company until the end of 2024. The Board of Directors of Solteq Plc has assigned the interim leadership of the Retail & Commerce segment to the company's CFO, Mikko Sairanen. He will assume the new responsibilities immediately alongside his current duties. The company will commence the search for a new EVP for Retail & Commerce.

"The Retail & Commerce segment has undergone a significant transformation over these past couple of years, and it has been an honor leading the organizational change and being part of the huge turnaround. However, it is time for the next phase. I want to express my gratitude to our partners, customers, colleagues, my own management team, and everyone at Solteq for their commitment and outstanding collaboration," summarizes Jesper Boye.

"I want to thank Jesper for his contributions as the EVP of the Retail & Commerce segment. Jesper has been extremely committed to developing the company through difficult times, and his efforts have been valuable," thanks Solteq's CEO, Aarne Aktan.

Solteq Plc' Executive Team consists of the following members as of November 26, 2024: 

Aarne Aktan, CEO, EVP of the Utilities segment;
Mikko Sairanen, CFO, Interim EVP of the Retail & Commerce segment;
Oona Silén, VP of People and Culture;
Christa Tavan, Director of Marketing and Communications.

Espoo, November 26, 2024

Solteq Plc

Distribution:
Nasdaq Helsinki
Key media
www.solteq.com

Further information:
CEO Aarne Aktan
Tel: +358 40 342 4440
Email: aarne.aktan@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
Inside Information
November 18, 2024, at 09:20 a.m. EET 

On November 18, 2024, Solteq Denmark A/S, the Danish subsidiary of the Solteq Group, signed a business transfer agreement under which the business based on healthcare software solutions will be sold to Confirma Software (the "Transaction"). The net debt-free purchase price of the business is EUR four (4) million. The purchase price will be paid upon completion of the Transaction. The purchase price will be paid in cash.

The Transaction is estimated to be completed by the end of 2024 but no later than the first quarter of 2025. It is subject to customary closing conditions.

In the financial year 2023, the revenue of the transferring business was EUR 1.8 million. At the closing of the Transaction, all assets and liabilities related to the business being sold are transferred to the buyer, except for accounts receivable and accounts payable.

"The business based on healthcare software solutions fully focuses on the Danish market and local practices. Our healthcare software has a strong foothold in the market. The business transaction is a logical continuum to enhance our focus on selected solutions and expert services in the energy sector, retail industry, and ecommerce. Confirma Software is a Nordic company specializing in industry-specific software solutions and a natural choice for continuing our healthcare software business and provides a good growth platform for the transitioning business and our experts," says Aarne Aktan, the CEO of Solteq Plc.

The Transaction consists of expert and maintenance services as well as clientele related to Solteq's healthcare software solutions.

SOLTEQ PLC
BOARD OF DIRECTORS

Distribution:

Nasdaq Helsinki
Key media
www.solteq.com

Further information:

CEO Aarne Aktan
Tel: +358 40 342 4440
Email: aarne.aktan@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
Financial Calendar
November 5, 2024, at 9:00 a.m.
Solteq Plc publishes the following financial reports during 2025:

Financial Statements Bulletin 2024 - February 13, 2025, at 08:00 a.m. EET
Interim Report 1-3/2025 - April 29, 2025, at 08:00 a.m. EET
Half-Year Report  1-6/2025 - August 21, 2025, at 08:00 a.m. EET
Interim Report 1-9/2025 - October 29, 2025, at 08:00 a.m. EET

The 2024 Annual Report, including the Report of the Board of Directors and Financial Statements, will be published on Solteq's website by March 5, 2025. 

The Annual General Meeting is planned for March 27, 2025. The Board of Directors will convene the meeting separately at a later date. 
Distribution:

Nasdaq Helsinki
Key Media
www.solteq.com

Further information: 

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