Solwers Plc, Company release, 17 April 2026 at 13:00 EEST
Resolutions of Solwers Plc's Annual General Meeting 17 April 2026
The Annual General Meeting of Solwers Plc (the "Company") was held on 17 April 2026, in Helsinki.
Financial statements, discharge from liability, and remuneration report
The Annual General Meeting adopted the Company's 2025 financial statements, discharged the Board of Directors and the CEO from liability for the financial year 2025 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 2025 to the retained earnings and that no dividend be distributed.
The Composition and Remuneration of the Board of Directors
The Annual General Meeting, in accordance with the proposal of the Company's Shareholders' Nomination Board, confirmed that the number of Board members shall be five (5) and resolved to re-elect Leif Sebbas, Johanna Grönroos, John Lindahl, and Emma Papakosta as Board members. Magnus Jonasson Hamerslag was elected as a new member of the Board of Directors. The term of office for 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 Nomination and Remuneration Committee 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.
Auditor
The Annual General Meeting re-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, Antti Suominen as the auditor with principal responsibility. The Annual General Meeting resolved that the remuneration and travel expenses of the elected auditor be paid in accordance with an invoice approved by 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 9.8 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 and/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 2027.
Authorisation on the issuance of shares
The Annual General Meeting resolved to 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 the 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 is valid until the next Annual General Meeting, but not beyond 30 June 2027.
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-2026/ as of 1 May 2026 at the latest.
Resolutions of the Organisational Meeting of the Board of Directors of Solwers Plc 17 April 2026
Solwers Plc's new Board of Directors convened on 17 April 2026, 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 Johanna Grönroos, Magnus Jonasson Hamerslag, 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.
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
- Emma Papakosta, Member
- Magnus Jonasson Hamerslag, Member
SOLWERS PLC
BOARD OF DIRECTORS
Distribution:
Nasdaq Helsinki
Key Media
www.solwers.com
Certified advisor:
UB Corporate Finance Ltd, 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. The Solwers Group comprises 29 companies that operate under their own brands and employ more than 700 experts in Finland, Sweden and Poland. | solwers.com
