Solwers Plc, Company Release, 15 April 2025 at 13:30 EEST
Resolutions of Solwers Plc's Annual General Meeting 15 April 2025
The Annual General Meeting of Solwers Plc's (the "Company") was held without a meeting venue using a remote connection in real time on Tuesday 15 April 2025.
Financial statements, discharge from liability and remuneration report
The Annual General Meeting adopted the Company's 2024 financial statements, discharged the Board of Directors and the CEO from liability for the financial year 2024 and approved the Company's Remuneration Report for governing bodies.
Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
In accordance with the Board of Directors' proposal, the Annual General Meeting resolved to transfer the profit for the financial year to the retained earnings and resolved that a dividend of EUR 0.024 per share, corresponding to EUR 244,092.19 in total, be paid from the retained earnings.
The dividend record date is 17 April 2025, and the dividend is paid on 28 April 2025.
The Composition and Remuneration of the Board of Directors
The Annual General Meeting confirmed, in accordance with the proposal of the Shareholders' Nomination Board, that the number of members of the Board of Directors shall be five (5) and resolved on the re-election of Leif Sebbas, Johanna Grönroos, Hanna-Maria Heikkinen, John Lindahl and Emma Papakosta as members of the Board of Directors. The term of the members of the Board of Directors ends at the close of the next Annual General Meeting.
The Annual General Meeting resolved, in accordance with the proposal of the Shareholders' Nomination Board, that the remuneration payable to the members of the Board of Directors shall be EUR 2,500 per meeting of the Board, except for the Chair of the Board, who shall be paid EUR 4,000 per meeting of the Board. In addition, the Chair of the Audit Committee shall be paid a remuneration of EUR 1,500 and each member of the Audit Committee EUR 1,000 per meeting. The Chair of the Nomination and Remuneration Committee shall be paid a remuneration of EUR 1,000 and each member of the Remuneration Committee EUR 750 per meeting.
Auditor
The Annual General Meeting elected Ernst & Young Oy, Authorized Public Accountants, as the Company's auditor to serve for a term ending at the close of the next Annual General Meeting, with APA, ASA Antti Suominen as the auditor with principal responsibility. The Annual General Meeting resolved that the auditor shall reimbursed in accordance with the invoice approved by the Board of Directors.
Sustainability auditor
The Annual General Meeting elected Ernst & Young Oy, an authorised sustainability audit firm, as the Company's sustainability auditor for a term ending at the close of the next Annual General Meeting, with APA, ASA Antti Suominen as the sustainability auditor with principal responsibility. The Annual General Meeting resolved that the sustainability auditor shall be reimbursed in accordance with an invoice approved by the Board of Directors.
Proposal by the Board of Directors to amend the Articles of Associations
In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved to amend the Section 10 ("Annual General Meeting") of the Company's Articles of Association so that the mention of the General Meeting's duty to approve the remuneration report for the governing bodies and, if necessary, on the remuneration policy for the governing bodies is removed and a mention of deciding on the remuneration of the members of the Board of Directors and the auditor is added. In addition, other specifications to the wording of Section 10 were made in accordance with the proposal of the Board of Directors.
Authorisation on the repurchase and/or on the acceptance as pledge of own shares
The Annual General Meeting resolved to authorise the Board of Directors to decide on repurchase or acceptance as pledge of the Company's own shares in one or more tranches so that a maximum of 1,000,000 shares, representing approximately 10 per cent of all issued and outstanding shares of the Company on the date of publication of the notice to the General Meeting, can be repurchased or accepted as pledge under the authorisation. The decision to repurchase own shares or to accept them as pledge may not be made so that the treasury shares in the possession of, or held as pledges by, the Company and its subsidiaries would exceed one tenth of all shares in the Company.
Based on the authorisation, the Board of Directors may decide on the re-purchase or acceptance as pledge of own shares in a directed manner, i.e. in a proportion other than that of the shares held by the shareholders if there is a weighty financial reason for the Company to do so.
The authorisation is in force until the next Annual General Meeting, but not beyond 30 June 2026.
Authorisations on the issuance of shares
The Annual General Meeting resolved to authorise the Board of Directors to decide on the issuance of new shares or treasury shares, option rights and other special rights entitling to shares in two parts as follows:
Share issue authorisation I: The Board of Directors was authorised to issue a maximum of 1,000,000 shares, which corresponds to approximately 10 percent of the Company's issued shares on the date of publication of the notice to the General Meeting exclusively for the execution of corporate acquisitions in which Solwers Plc acquires new companies or business operations to be part of the Solwers Group. The authorisation cancels any previous authorisations based on which the Board of Directors is authorised to resolve on the issuance of shares, option rights and other special rights entitling to shares.
Share and special rights issue authorisation II: The Board of Directors was authorised to decide on the issuance of shares, option rights or other special rights entitling to shares, so that a maximum of 500,000 shares, corresponding to approximately 5 percent of the Company's issued shares on the date of publication of the notice to the General Meeting, may be issued on the basis of the authorisation. The Board of Directors may use the authorisation to implement mergers and acquisitions or other arrangements relating to the Company's business operations and capital structure, to implement incentive schemes for the Group personnel or for other purposes decided by the Board of Directors. The authorisation is given in addition to the Share issue authorisation I, and it does not revoke the Share issue authorisation I given above.
In both authorisations, the Board of Directors may also decide on a directed issue, i.e. an issue deviating from the pre-emptive subscription rights of the shareholders. In both authorisations, the Board of Directors is authorised to decide on all terms and conditions of the issuance of shares and option rights and other special rights entitling to shares.
The authorisations are valid until the next Annual General Meeting, but not beyond 30 June 2026.
Amendment to the Charter of the Shareholders' Nomination Board
The Annual General Meeting resolved to amend the charter of the Nomination Board so that the shareholders entitled to appoint a member to the Nomination Board are determined based on the Company's shareholder register maintained by Euroclear Finland Oy on May 31 of each year (previously September 1).
General Meeting minutes
The resolutions can be read in their entirety in the minutes of the Annual General Meeting, which will be available on the Company's website at https://solwers.com/governance/annual-general-meeting-2025/ by 29 April 2025 at the latest.
Resolutions of the Organisational Meeting of the Board of Directors of Solwers Plc 15 April 2025
Solwers Plc's new Board of Directors convened on Tuesday 15 April 2025, following the Annual General Meeting. The Board of Directors reappointed from among its members Leif Sebbas as the Chair. The other members of the Board of Directors are Hanna-Maria Heikkinen, Johanna Grönroos, John Lindahl and Emma Papakosta.
Pursuant to the Board of Directors' assessment all members of the Board of Directors are independent of the Company and its significant shareholders, with the exception of Leif Sebbas, who is assessed not to be independent of the Company's significant shareholders FME Consulting Oy and CEB Invest Oy.
The Board appointed its committee members as follows:
Audit Committee:
- Johanna Grönroos, Chair
- Leif Sebbas, Member
- John Lindahl, Member
Nomination and Remuneration Committee:
- John Lindahl, Chair
- Hanna-Maria Heikkinen, Member
- Emma Papakosta, Member
SOLWERS PLC
BOARD OF DIRECTORS
Distribution:
- Nasdaq Helsinki Ltd
- Key media
- www.solwers.com
Certified Advisor:
UB Corporate Finance Oy, ubcf@unitedbankers.fi
Further enquiries:
Jasmine Jussila, Chief Communications Officer, Solwers Plc, tel. +358 40 500 4760, jasmine.jussila@solwers.fi
Solwers Plc in brief:
Solwers is a group of consultancy companies that offer architectural design, technical and other consulting as well as project management services locally, close to clients. Solwers' strategy is based on acquisitions and organic growth, the group's attractiveness as a good employer for professionals in different fields and the continuous development of expertise. 29 operative Solwers companies employ around 700 experts in Finland and Sweden. The Company has established a country subsidiary in Poland and is exploring potential acquisition targets in the region.
www.solwers.com
