Regulatory press release

Solwers Oyj: Correction: Notice convening the Annual General Meeting of Solwers Plc

Solwers Plc, Company release, 24 March 2024 at 12:00 EET

Solwers Plc corrects the profit figure shown on the balance sheet presented in the notice to the Annual General Meeting published on 23 March 2026. In the original notice, the loss for the financial year was incorrectly stated as EUR -913,750.20, which represents the consolidated loss of the entire Group. The correct profit for the financial year of the parent company, Solwers Plc, is EUR 956,105.61.

The corrected notice to the Annual General Meeting is presented in full below:

The shareholders of Solwers Plc are invited to the Annual General Meeting to be held on 17 April 2026 at 9:00 a.m. (EEST) at Meeting Park DOMUS, Mechelininkatu 3 C, 00100 Helsinki (entrance at Leppäsuonkatu 11). The reception of shareholders who have registered for the meeting and the distribution of voting ballots will commence at 8:30 a.m. (EEST) at the meeting venue.

Shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting are provided in section C of this notice.

Matters to be discussed at the General Meeting

The following matters will be discussed at the General Meeting:

1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise 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, including the consolidated financial statements, annual report and auditor's report for the financial year 1 January 2025 - 31 December 2025.

Presentation of the CEO's review.

The financial statements, including the consolidated financial statements, the annual report and the auditor's report, are available on the company's website https://solwers.com/governance/annual-general-meeting-2026/ as of 23 March 2026.

1. Adoption of the financial statements, including the consolidated financial statements
2. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend

Solwers Plc's distributable funds at the end of the 2025 financial year were EUR 38,510,214.91, of which the profit for the financial year was EUR 956,105.61.

The Board of Directors proposes to the General Meeting that the profit for the financial year be transferred to retained earnings and that no dividend be distributed.

1. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
2. Consideration of the remuneration report for the governing bodies

The Board of Directors proposes that the General Meeting approves the 2025 remuneration report for the governing bodies. The resolution of the General Meeting on the approval of the remuneration report is advisory.

The remuneration report for the governing bodies is available on the company's website https://solwers.com/governance/annual-general-meeting-2026/ as of 23 March 2026.

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

The Shareholders' Nomination Board proposes to the General Meeting that the meeting fees payable to the members of the Board of Directors and its committees remain unchanged:

The chair of the Board of Directors will be paid EUR 4,000 per meeting and the members EUR 2,500 per meeting;
The chair of the Audit Committee will be paid EUR 1,500 per meeting and the members EUR 1,000 per meeting;
The chair of the Nomination and Remuneration Committee will be paid EUR 1,000 per meeting and the members EUR 750 per meeting;

In addition, reasonable travel expenses incurred in connection with board and committee work, as well as other possible costs, will be reimbursed in accordance with the company's usual practice.

The proposed remunerations correspond to the remunerations paid for the term of office that is expiring.

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

The Shareholders' Nomination Board proposes to the Annual General Meeting that five (5) regular members be elected to the Board of Directors for the term of the office which ends at the close of the next Annual General Meeting.

If any of the individuals proposed for election to the Board of Directors by the Shareholders' Nomination Board are unable to be elected by the Annual General Meeting, it is proposed that the number of Board members shall be equal to the number of candidates available.

1. Election of members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that the current members Leif Sebbas, John Lindahl, Emma Papakosta and Johanna Grönroos be re-elected to the Board of Directors for the term of the office which ends at the close of the next Annual General Meeting. In addition, Magnus Jonasson Hamerslag is suggested to be elected as the new member to the Board of Directors. All persons mentioned above have given their consent to the positions. Hanna-Maria Heikkinen, current member of the of the Board of Directors, has announced that she is no longer available for re-election.

Mr. Magnus Jonasson Hamerslag (born 1973, Swedish citizen) is an experienced executive within business management and technical services, with over 25 years of experience in the construction and building services industry. He is the CEO of Hamerslag Consulting AB and works in demanding interim and transformation leadership roles. Previously, Jonasson Hamerslag has held several Group Management positions at Bravida Holding AB, with responsibilities including strategy, operational development, sustainability, and Nordic growth businesses such as Energy Managment, Automation and Technical Facility Management. He has extensive experience in profit-and-loss responsibility, strategic development, and the transformation of large organizations including SWECO, ÅF Infrastructure (AFRY) and Skanska. He has a Technical Engineering degree with specialization in Electrical Power from Thorildsplans gymnasium, Stockholm.

Regarding the selection procedure for members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders consider the proposal as a whole at the general meeting, so that in addition to the qualifications of individual candidates, the proposed Board of Directors as a whole has the appropriate expertise and experience for the company.

All proposed Board members, with the exception of Leif Sebbas, are independent of the company and its significant shareholders.

The presentation of the Board of Directors is published on the company's website at https://solwers.com/governance/#board. Jonasson Hamerslag's CV is available on the company's website https://solwers.com/governance/annual-general-meeting-2026 as of 24 March 2026.

1. Resolution on the remuneration of the auditor

On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that the remuneration and travel expenses of the elected auditor be paid in accordance with an invoice approved by the Board of Directors.

1. Election of the auditor

On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that Ernst & Young Oy, Authorized Public Accountants, be re-elected as the auditor for the term of office which ends at the closing of the next Annual General Meeting. Ernst & Young Oy has notified the company that Antti Suominen, APA, will act as the auditor with principal responsibility.

1. Authorising the Board of Directors to decide on the repurchase of the company's own shares and/or on accepting them as a pledge

The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on the repurchase with the company's unrestricted equity and/or acceptance as a pledge of the company's own shares in one or more tranches so that a maximum of 1,000,000 shares, representing approximately 9.8 per cent of all issued and outstanding shares of the company on the date of publication of this notice to the General Meeting, can be repurchased and/or accepted as pledge under the authorisation.

The decision to repurchase own shares and/or to accept them as pledge may not be made so that the total number of own shares in the possession of, and/or held as pledges by, the company and/or its subsidiaries would exceed one tenth of all the shares.

The Board of Directors is authorised to decide how own shares are repurchased and/or accepted as pledge. Based on the authorisation, the Board of Directors may decide on the repurchase and/or acceptance as pledge of own shares also in a directed manner, i.e. not in proportion to shareholder's shareholdings, if there is a weighty financial reason for the company to do so. The Board of Directors may use the authorisation to carry out corporate acquisitions or other arrangements related to the business of the company, to implement an incentive scheme for the staff, or for other purposes decided by the Board of Directors.

The authorisation is valid until the next Annual General Meeting, yet no longer than until 30 June 2027.

1. Authorising the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares

The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on the issuance of shares and option rights and other special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act in one or more tranches so that the company may issue a maximum of 1,000,000 new shares or shares held by the company, representing approximately 9.8 per cent of the shares issued and outstanding on the date of publication of this notice to the General Meeting.

Based on the authorisation, the Board of Directors may also decide on the issue of shares, option rights and other special rights entitling to shares in a directed manner, i.e. in derogation from the shareholders' pre-emptive subscription rights.

The Board of Directors is authorised to decide on all the terms and conditions of the issuance of shares or option rights or other special rights entitling to shares. The Board of Directors may use the authorisation, e.g., to carry out corporate acquisitions or other arrangements related to the business and capital structure of the company, to implement incentive schemes for the group's staff, or for other purposes decided by the Board of Directors.

The authorisation allows the Board of Directors to decide that, in the share issue, the subscription price can be set off using receivables from the company, or that the issued special rights involve terms and conditions on the use of a receivable from the company to set off the subscription price of the share.

The authorisation is valid until the next Annual General Meeting, yet no longer than until 30 June 2027.

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.

1. Closing of the meeting

Documents of the General Meeting

This notice, which contains all proposals for resolutions on the agenda of the General Meeting, is available on Solwers Plc's website at https://solwers.com/governance/annual-general-meeting-2026/. Solwers Plc's financial statements, annual report and auditor's report as well as remuneration report will be available on the above website as of 23 March 2026. The proposals for resolutions and other documents mentioned above will also be available for inspection at the General Meeting.

The minutes of the General Meeting will be available on the above website as of 1 May 2026 at the latest.

Instructions for the participants of the Annual General Meeting
1. Shareholders registered in the shareholders' register

Each shareholder who is registered in the company's shareholders' register held by Euroclear Finland Oy on the record date 7 April 2026 of the General Meeting is entitled to participate in the General Meeting. A shareholder whose shares are registered in their personal Finnish book-entry account (including an equity savings account) is registered in the shareholders' register of the company. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of voting rights held in the meeting

Registration for the General Meeting starts on 24 March 2026 at 12:00 p.m. (EET). Shareholders who are entered in the company's shareholder register and who wish to attend the General Meeting must register for the meeting by giving a prior notice of participation, which has to be received by the company no later than 10 April 2026 at 4:00 p.m. (EEST). You can register for the General Meeting:

a) via the company's website at https://solwers.com/governance/annual-general-meeting-2026/. Electronic registration requires strong identification of the shareholder or their legal representative or proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.

b) by e-mail to Innovatics Oy at agm@innovatics.fi. Shareholders registering by e-mail must submit the registration form and possible advance voting form available on the company's website at https://solwers.com/governance/annual-general-meeting-2026/ or equivalent information.

c) by mail to Innovatics Oy at Innovatics Oy, General Meeting / Solwers Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki. Shareholders registering by mail must submit the registration form and possible advance voting form available on the company's website at https://solwers.com/governance/annual-general-meeting-2026/ or equivalent information.

When registering, please provide the requested information, such as the shareholder's name, date of birth or business ID, telephone number and e-mail address, the name and date of birth of any assistant or proxy representative, and the proxy representative's phone number and e-mail address. The personal data provided to Solwers Plc by shareholders will only be used in connection with the General Meeting and the processing of the necessary registrations related thereto.

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 between 9:00 a.m. and 12 noon or between 1 p.m. and 4:00 p.m.

Shareholders, their legal representatives or proxy representatives shall, to the extent necessary, be able to prove their identity and/or right of representation at the meeting venue.

1. Holders of nominee-registered shares

Holders of nominee-registered shares are entitled to participate in the General Meeting by virtue of the shares based on which they would be entitled to be registered in the shareholders' register maintained by Euroclear Finland Oy on the record date of the General Meeting, i.e. 7 April 2026. Participation also requires that the shareholder has on the basis of such shares been temporarily registered in the shareholders' register held by Euroclear Finland Oy at the latest by 10:00 a.m. (EEST) on 14 April 2026. As regards nominee registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of voting rights held in the meeting.

Holders of nominee-registered shares are advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the shareholders' register, the issuing of proxy documents and voting instructions, as well as registration and advance voting. The account manager of the custodian bank must temporarily register the holder of nominee-registered shares who wishes to attend the Annual General Meeting in the shareholders' register of the company by the above 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.

1. Proxy representatives and powers of attorney

Shareholders may attend the General Meeting and exercise their rights at the meeting through a proxy representative. A shareholder's proxy representative may also elect to vote in advance as described in this notice, if they so wish. The proxy representative must authenticate to the electronic registration service and possible advance voting personally using strong authentication, after which the proxy representative can register and, if necessary, vote in advance on behalf of the shareholder who they represent. The shareholder's proxy representative must present dated proxy documents or otherwise prove in a reliable manner that they are entitled to represent the shareholder at the General Meeting.

The right to represent the shareholder can be proved by using the suomi.fi e-Authorizations service available in the electronic registration service. Shareholders can use the Suomi.fi e-Authorizations service to authorise a proxy representative instead of using a traditional power of attorney. The proxy representative will be authorised in the Suomi.fi e-Authorizations service at www.suomi.fi/e-authorizations (mandate "Representation at the General Meeting"). In the electronic registration service, the authorised person must in connection with the registration identify themselves by using strong electronic identification, after which the electronic mandate is automatically checked. Strong electronic authentication requires online banking codes or a mobile certificate. More information on the electronic authorisation is available at https://www.suomi.fi/e-authorizations.

Model proxy documents are available on the company's website at https://solwers.com/governance/annual-general-meeting-2026/. If a shareholder participates in the General Meeting through several proxy representatives representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy representative represents the shareholder must be specified in connection with the registration.

Please submit any proxy documents preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Solwers Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by e-mail to agm@innovatics.fi before the end of the registration period. Proxy documents shall be presented at the General Meeting upon request. In addition to submitting the proxy documents, the shareholder or their proxy representative must register for the General Meeting as described above in this notice.

1. Advance voting

Shareholders with a Finnish book-entry account (including an equity savings account) may vote in advance on certain agenda items between 24 March 2026 at 12.00 p.m. (EET) and 10 April 2026 at 4:00 p.m. (EEST)

a) via the company's website at https://solwers.com/governance/annual-general-meeting-2026/. Login to the service is done in the same way as for registration in section C.1 of this notice.

b) by mail or email by submitting the advance voting form available on the company's website or equivalent information to Innovatics Oy at the address Innovatics Oy, General Meeting / Solwers Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by email at agm@innovatics.fi. Advance votes must be received by the time the advance voting ends. The submission of votes by mail or e-mail so that they are received before the end of the registration and advance voting period will be considered as registration for the General Meeting, provided that the submission 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 they attend the General Meeting in person or by proxy.

With respect to nominee-registered shareholders, 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 which they represent in accordance with the voting instructions given by such shareholders during the registration period set for the nominee-registered shareholders.

Proposals for resolution that are subject to advance voting are deemed to have been presented at the General Meeting without any changes.

1. Other instructions and information

The language of the meeting is primarily Finnish, but some speeches may be given in English

Shareholders present at the 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 ownership of shares after the record date of the General Meeting do not affect the right to participate in the General Meeting nor the number of votes of the shareholder at the General Meeting.

On the date of the notice to the General Meeting, 23 March 2026, Solwers Plc has a total of 10,170,508 shares representing the same number of votes.

In Espoo, 23 March 2026

SOLWERS PLC

BOARD OF DIRECTORS

Distribution: 

Nasdaq Helsinki 
Key media 
www.solwers.com

Certified Advisor:

UB Corporate Finance Oy, ubcf@unitedbankers.fi