Solteq Plc

Vuosikertomus 2019 Taloudellinen katsaus

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Contents

Solteq in Brief

3

CEO’s Review

5

Corporate Governance Statement

7

Remuneration Report

20

Report of the Board of Directors

24

Key Figures

38

Financial Statements

44

Auditor’s Report

114

This is a voluntary prepared translation of the ESEF report, so it does not fulfill the disclosure obligation

pursuant to Section 7:5§ of the Securities Markets Act.

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Solteq in Brief

Solteq provides software solutions and IT expert services to the energy sector, retail

industry, and the needs related to e-commerce. The company operates with over

400 IT professionals in Finland, Sweden, Norway, Denmark, Poland, and the United

Kingdom.

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CEO Aarne Aktan

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A critical year: Profitability improved; financing was secured

The year 2024 was a critical year for the company's profitability and refinancing. The profitability

turnaround that lasted the entire year generated a comparable operating result of EUR 0.7 million (-4.6),

which was EUR 5.3 million better than in the comparison period and the first positive operating result in two

years. Thanks to improved profitability, the company successfully renegotiated the repayment terms and

maturity of its EUR 23 million bond.

The comparable revenue for the financial year was EUR 50.9 million (54.2), which decreased by 6.1 percent

from the comparison period. Revenue decreased in both segments. The tougher-than-expected market

situation led to a profit warning and a lowering of the profit guidance for the financial year's comparable

revenue in October 2024.

The comparable revenue of the Retail & Commerce segment was EUR 38.6 million (40.5) for the financial

year. The decline in revenue was due to weak customer demand and delays in decision-making on several

significant new customer projects. The efficiency measures implemented in the second and third quarters

drove the company’s profit improvement. The segment's profitability improved significantly, and the

comparable operating result for the financial year was EUR 2.5 million (0.4).

The Utilities segment’s revenue decreased during the financial year and amounted to EUR 12.2 million

(13.7). Revenue development was disappointing and affected by delays in the start of customer projects in

the software business and weak customer demand in the consulting business. The comparable operating

result for the financial year was EUR -1.8 million (-5.0). The significant profit improvement resulted from

the recovery in the software business and the efficiency and cost-saving measures implemented at the end

of the previous financial year. Furthermore, the consistent work in developing the quality of Utilities

software products was reflected in improved customer satisfaction during the financial year.

At the end of the financial year, the company sold its business based on Danish healthcare software

solutions. The net debt-free purchase price was EUR 4.0 million. In 2024, the revenue of the divested

business amounted to EUR 2.0 million. The transaction was a logical continuum of the company’s focus on

selected solutions and expert services in the energy sector, retail industry, and ecommerce.

In addition,

the transaction will enable the company to reduce its indebtedness and financing costs.

Aarne Aktan

CEO

Vuosikertomus 2022

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Annual Report 2024

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Investor Information

Annual General Meeting

Solteq Plc’s shareholders are invited to the Annual General Meeting, which will be held on Thursday,

March 27, 2025, at 3:00 p.m. EET. The meeting will be held at Studio Eliel (Töölönlahdenkatu 2, 00100

Helsinki). Remote participation in the meeting will also be possible, and shareholders can exercise their

right to make decisions at the meeting fully and in a timely manner via telecommunications connections.

Shareholders may also exercise their voting rights by voting in advance.

Solteq’s Financial Reporting in 2025

• Interim Report 1–3/2025 on April 29, 2025, at 8:00 a.m.

• Half-Year Financial Report 1–6/2025 on August 21, 2025, at 8:00 a.m.

• Interim Report 1–9/2025 on October 29, 2025, at 8:00 a.m.

Stock Exchange Bulletins 2024

Dec 23, 2024

Solteq Plc - Managers' Transactions

Dec 3, 2024

Solteq Plc - Managers' Transactions

Nov 26, 2024

Changes in Solteq Plc’s Executive Team

Nov 18, 2024

Inside Information: Solteq sells its business based on Danish healthcare software solutions

Nov 5, 2024

Solteq Plc’s Financial Reporting and Annual General Meeting in 2025

Oct 24, 2024

Correction: Solteq Plc corrects its Consolidated Cash Flow Statement published on the Interim

Report Jan 1–Sep 30, 2024

Oct 24, 2024

Solteq Plc Interim Report January 1 – September 30, 2024

Oct 23, 2024

Inside information, profit warning: Solteq Plc lowers its guidance on comparable revenue for 2024

Sep 13, 2024

Amendments to the terms and conditions of Solteq Plc notes approved in written procedure

Sep 6, 2024

The members of Shareholders’ Nomination Committee of Solteq Plc have been appointed

Aug 22, 2024

Solteq Plc Half-Year Report January 1 – June 30, 2024

Aug 21, 2024

Solteq commences a written procedure to amend the terms and conditions of its EUR 23 million

notes due 1 October 2024

Aug 2, 2024

Inside information: Solteq provides preliminary information about its second quarter and considers

commencing a written procedure to extend the final maturity date of its EUR 23 million notes

Jun 24, 2024

Solteq’s efficiency and cost-savings program has been completed

Apr 30, 2024

Inside information: Solteq to initiate an efficiency and cost-savings program to improve profitability

Apr 30, 2024

Solteq Plc’s CEO Aarne Aktan to take on the leadership responsibilities of the Utilities segment

Apr 30, 2024

Solteq Plc’s Interim Report, January 1 – March 31, 2024

Apr 24, 2024

Solteq updates the definitions of comparable EBITDA and operating result, and publishes new

figures concerning them for 2023

Apr 3, 2024

Changes in Solteq Plc’s Executive Team

Mar 27, 2024

Solteq Plc: Decisions of the Annual General Meeting 2024 and the Board of Directors' organizing

meeting

Mar 13, 2024

Solteq Plc - Managers' Transactions

Mar 13, 2024

Solteq Plc - Managers' Transactions

Mar 5, 2024

Notice to Solteq Plc’s Annual General Meeting 2024

Mar 5, 2024

Solteq Plc’s Annual Report 2023 Has Been Published

Feb 23, 2024

Solteq Plc’s Report of the Board of Directors, Financial Statements, and Auditor’s Report for the year

2023 Have Been Published

Feb 15, 2024

Solteq Plc's Financial Statements Bulletin January 1 – December 31, 2023

Feb 2, 2024

Changes in Solteq Plc’s Executive Team

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Jan 25, 2024

The proposals of Solteq’s Shareholders’ Nomination Committee for the 2024 Annual General

Meeting

Jan 17, 2024

Solteq Plc - Managers' Transactions

Corporate Governance Statement

The Corporate Governance Statement has been drafted in compliance with the Finnish Companies Act

and the Finnish Securities Markets Act, valid on the date of publication. The Statement is issued as a

separate report and a reference to this statement is made in the Report of the Board of Directors.

General Principles

Solteq Plc is a public limited company registered in Finland, and its head office is in Espoo. By the end of

the financial year, Solteq Group consisted of the parent company Solteq Plc, two domestic subsidiaries,

and four foreign subsidiaries, which have three additional subsidiaries.

Decision-making and governance at Solteq comply with the Company’s Articles of Association, the

Finnish Companies Act, and other applicable legislation. In addition, the Company complies with the

Securities Market Association’s Corporate Governance Code 2025 (the Corporate Governance Code is

available at cgfinland.fi) and the Nasdaq Helsinki Ltd Guidelines for Insiders. The foreign subsidiaries

comply with local legislation.

Duties of the Governing Bodies

The Annual General Meeting of shareholders, the Board of Directors, and the CEO oversee the

management of Solteq Group, and their tasks are determined in accordance with the Finnish Companies

Act. The CEO oversees group-level operative activity, assisted by the Group’s Executive Team.

Annual General Meeting

The Annual General Meeting is the highest governing body of the Company. It is held once a year on a

date determined by the Board of Directors within six months of the end of the financial year. If necessary,

Extraordinary Annual General Meetings may be held during the year. Notice to the Annual General

Meeting of shareholders and the meeting agenda is published in at least one Finnish national daily

newspaper, as a stock exchange bulletin, and on the Company’s website.

The Annual General Meeting decides on the following matters:

• approval of the income statement and the balance sheet,

• measures to be taken regarding the profit or loss shown on the approved balance sheet,

• discharging the members of the Board of Directors and the CEO from liability,

• number of Board members and their appointments,

• election of auditors,

• remuneration of the Board of Directors and auditors, and

• other matters specified in the notice to the Annual General Meeting.

Shareholders have the right to propose a relevant issue to the Annual General Meeting agenda. Proposals

must be made in writing to the Board before the Annual General Meeting and by the deadline announced

on the Company’s website.

Decisions of the Annual General Meeting are published in a stock exchange bulletin immediately after the

meeting. In addition, the minutes of the Annual General Meeting, including the appendixes and voting

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results, are made available to the shareholders on the Company’s website within two weeks of the Annual

General Meeting.

Board of Directors

The Board of Directors of Solteq Plc is responsible for the Company’s management and the appropriate

organization of its operations. According to the Companies Act, the Board of Directors represents all

shareholders and has the general duty to act diligently in the interest of the Company. The Board of

Directors is responsible for the duties specified in the Articles of Association and the Finnish Companies

Act. The main duties of the Board of Directors include confirming the Company’s strategy and budget,

making decisions on financing agreements, and decisions on the purchase and sale of significant assets.

The Board of Directors monitors the Company’s financial performance utilizing monthly reports and

other information provided to the Board by the Company’s management.

The duties and responsibilities of the Board of Directors are defined primarily by the Articles of

Association and the Finnish Companies Act. The Board of Directors annually ratifies a written charter that

specifies its meeting procedure and duties.

In accordance with the charter, the duties of the Board of Directors are to:

• steer the Company’s operations in such a way as to maximize long-term added value to the assets

invested in the Company, while taking the Company’s various stakeholder groups into consideration,

• approve the incentive systems of the CEO and other management personnel,

• appoint and dismiss the CEO and decide on the terms of the CEO’s service contract,

• confirm the strategy, business objectives, and annual budget and supervise their implementation,

• approve significant financing agreements and the purchases and sales of significant assets,

• review and approve interim reports and financial statements,

• review and approve mergers, acquisitions, and corporate restructuring arrangements with a total value

exceeding EUR 500 thousand and exceptional balance sheet items of more than EUR 100 thousand that

are not part of the Company’s regular business operations,

• review all contracts, agreements, and business transactions with the owners of the Company and the

Executive Team with their related parties, and with companies in which Solteq Plc holds a controlling

interest,

• approve the Company’s structural changes and confirm the organization of the Company based on the

CEO’s proposal,

• appoint the members of the Company’s senior management who report to the CEO, based on the CEO’s

proposal, and decide on the remuneration principles of the members of the Executive Team,

• regularly assess its own operations and collaboration with the management, and

• deal with other matters that the Chairman of the Board and the CEO have agreed to be dealt with by the

Board of Directors or matters that are otherwise within the decision-making power of the Board of

Directors based on the Companies Act, other legislation, the Company’s Articles of Association and

other applicable rules and regulations.

The special duties of the Chairman of the Board of Directors are to:

• steer the work of the Board of Directors in a manner that ensures that the Board attends to its duties as

efficiently and appropriately as possible,

• maintain regular contact with the CEO between Board meetings to monitor the operations of the

Company,

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• if necessary, maintain regular contact with other Board members between Board meetings,

• if necessary, maintain regular contact with the Company’s shareholders and other stakeholders, and

• bear responsibility for the planning and assessment of the activities of the Board of Directors and the

assessment of the CEO.

In accordance with the Articles of Association, Solteq’s Board of Directors has a minimum of five and a

maximum of seven regular members. The Board members are elected by the Annual General Meeting for

one term of office at a time. The majority of the Board members should be independent of the Company.

In addition, at least two Board members who are independent of the Company should also be

independent of the significant shareholders of the Company.

The term of office begins at the end of the Annual General Meeting that elects the Board of Directors and

expires at the end of the Annual General Meeting following the election. The Articles of Association place

no restrictions on the power of the Annual General Meeting to elect members of the Board of Directors.

The Board of Directors elects a chairman from among its members, and the Board of Directors is deemed

to have a quorum when more than half of its members are in attendance. In addition to matters to be

resolved, the Board of Directors is provided with up-to-date information on the Group’s operations,

financial standing, and risks in its meetings. The Board of Directors meets 10–14 times per year according

to an agreed schedule, in addition to which the Board of Directors is convened when necessary. Minutes

are kept for all meetings.

The Annual General Meeting 2024 elected seven (7) members to Solteq’s Board of Directors. The Annual

General Meeting re-elected the current members of the Board of Directors Markku Pietilä, Panu Porkka,

Anni Sarvaranta, Katarina Cantell, Mika Sutinen, and Esko Mertsalmi, and Lotta Airas as a new member

of the Board for the term expiring at the end of the Annual General Meeting of 2025. The Board of

Directors met 12 times during the year and had an attendance rate of 91 percent.

The Board’s Diversity Principles

The purpose of the Board of Directors’ diversity policy is to define the objectives and methods for

achieving appropriate diversity for the Board of Directors and promoting the collective effectiveness of

the Board’s activities.

Diversity of the Board of Directors supports the Company’s business operations and development.

Diversity of the know-how, experience, and opinions of the Board members promotes the ability to have

an open-minded approach to innovative ideas and the ability to support and challenge the Company’s

operative management. Adequate diversity promotes open discussion and independent decision-

making. Diversity also promotes good corporate governance, efficient supervision of the Company’s

directors and executives, and succession planning.

The objective is that the Board of Directors has broad know-how, experience, perspectives, and

knowledge of Solteq and its stakeholders, which enables it to perform its tasks effectively, particularly

with respect to strategy and risk management. In addition, the aim is to maintain a minimum of one-third

representation of the minority gender among Board members.

The Company’s current Board of Directors is compliant with the diversity objectives. The Board members

represent diverse industry and market know-how as well as a variety of professional and academic

backgrounds. In 2024, the assembly of the Board of Directors was updated as follows:

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• Between January 1, 2024, and March 26, 2024, the Board of Directors comprised four men and two

women.

• Between March 27, 2024, and December 31, 2024, the Board of Directors comprised four men and three

women.

The Audit Committee of the Board of Directors

The Audit Committee monitors the Group’s profit performance, budget preparation principles,

budgeting, financing situation, and risk management. The Audit Committee’s duties are to:

• monitor the Company’s financial and financing situation,

• monitor the Company’s financial statements reporting process,

• supervise the Company’s financial reporting and merger and acquisition processes,

• monitor the efficiency of the Company’s internal control as well as any internal auditing and risk

management systems,

• review the Company’s corporate governance statement, including the description of the main features

of the control and risk management systems related to the financial reporting process,

• monitor the financial statements and statutory audits of the consolidated financial statements,

• assess the independence of the statutory auditor or audit firm,

• assess the audit firm’s provision of related services,

• prepare a proposal for the election of the auditor,

• maintain contact with the auditor and review the reports prepared by the auditor for the Audit

Committee, and

• assess compliance with laws and regulations.

The Audit Committee consists of three members. The Board of Directors elects the members and the

Chairman of the Audit Committee from among its members. The members of the Committee shall have

the qualifications required for performing the tasks of the Committee, and at least one member shall have

expertise in accounting or auditing. The Company’s CEO and CFO present the matters to the Audit

Committee. The Audit Committee may use external experts and advisors if necessary.

The Chairman of the Audit Committee prepares the agendas for the Committee’s meetings and decides

on the items to be included in the agenda based on discussions with the management of the Company.

The CFO or another person appointed by the Audit Committee acts as the secretary of the Committee.

The minutes of the Committee meetings are made available to the Board of Directors. The Chairman of

the Committee also reports to the Board of Directors on significant observations.

The members of the Committee are paid a fee determined by the Annual General Meeting.

The members of the Audit Committee must be independent of the Company and, at least one of them,

independent of the Company’s significant shareholders.

Solteq Plc’s Board of Directors has an Audit Committee whose members were Mika Sutinen, Markku

Pietilä, and Katarina Cantell from January 1 to December 31, 2024. Mika Sutinen acts as the Chairman of

the Committee. The Audit Committee consists of one member independent of the Company and two

members independent of the Company and its significant shareholders.

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During the financial year 2024, the members of the Audit Committee were paid a fee for attending

Committee meetings. The fee was determined by the Annual General Meeting.

CEO

The Board of Directors appoints the CEO. The CEO oversees the management of the Company’s business

operations and governance in accordance with the Articles of Association, the Finnish Companies Act,

and the instructions issued by the Board of Directors. The CEO is assisted by the Executive Team in

managing the Group. Aarne Aktan was the Company’s CEO from January 1 to December 31, 2024.

Executive Team

The Executive Team assists the CEO in the operative management of the Company, prepares matters

dealt by the Board of Directors and the CEO, and plans and monitors the operations of the business units.

The Executive Team convenes weekly. The CEO is the Chairman of the Executive Team.

From January 1 to February 1, 2024, the members of the Executive Team were Aarne Aktan (Chairman,

CEO), Jesper Boye (Retail & Commerce), Jaakko Hirvensalo (Utilities), Kari Lehtosalo (Finance and IR),

Mikko Sairanen (Legal), Oona Silén (People and Culture), and Christa Tavan (Marketing and

Communications).

From February 2 to April 30, 2024, the members of the Executive Team were Aarne Aktan (Chairman,

CEO), Jesper Boye (Retail & Commerce), Jaakko Hirvensalo (Utilities), Mikko Sairanen (Legal and

Finance), Oona Silén (People and Culture), and Christa Tavan (Marketing and Communications).

From May 1 to November 25, 2024, the members of the Executive Team were Aarne Aktan (Chairman,

CEO, Utilities), Jesper Boye (Retail & Commerce), Mikko Sairanen (Legal and Finance), Oona Silén

(People and Culture), and Christa Tavan (Marketing and Communications).

From November 26 to December 31, 2024, the members of the Executive Team were Aarne Aktan

(Chairman, CEO, Utilities), Mikko Sairanen (Legal, Finance, Retail & Commerce), Oona Silén (People and

Culture), and Christa Tavan (Marketing and Communications).

Internal Audit

The Group does not have a separate internal audit organization. The financial department is responsible

for the practical implementation of internal auditing, which is monitored by the Audit Committee

appointed by the Board of Directors. The objective is to ensure the consistency of administrative

practices and accounting principles.

External Audit

Solteq Plc has one auditor. If the auditor is not accredited as an Authorized Public Accountant, the

Company shall additionally have one deputy auditor. The auditors are elected until further notice. The

primary function of external auditing is to verify that the financial statements provide accurate and

adequate information about Solteq Group’s results and financial position for the financial period. The

Auditors also report to the Audit Committee and, if needed, to the Board of Directors on the ongoing

auditing of administration and operations.

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The Annual General Meeting 2024 elected PricewaterhouseCoopers Oy Authorized Public Accountants

as auditors and Tiina Puukkoniemi, APA and Audit Partner, acting as the Chief Auditor.

Solteq Group’s audit fees in 2024 amounted to EUR 244 thousand, and other actions referred to in

section 1, subsection 1, paragraph 2 of the Auditing Act to EUR 9 thousand. The audit fees paid to the

Parent Company’s auditor, PricewaterhouseCoopers Oy, for 2024 were EUR 188 thousand, and other

actions referred to in section 1, subsection 1, paragraph 2 of the Auditing Act were EUR 9 thousand.

Shares Held by the Management on December 31, 2024

Name

Role

Number of shares

% of shares

Lotta Airas

Hallituksen jäsen

–

Aarne Aktan

Toimitusjohtaja

76,525

0.39

Katarina Cantell

Hallituksen jäsen

–

Esko Mertsalmi

Hallituksen jäsen

–

Markku Pietilä

Hallituksen puheenjohtaja

17,000

0.09

Panu Porkka

Hallituksen jäsen

–

Mikko Sairanen

Johtoryhmän jäsen

13,000

0.07

Anni Sarvaranta

Hallituksen jäsen

–

Oona Silén

Johtoryhmän jäsen

–

Mika Sutinen

Hallituksen jäsen

63,871

0.33

Christa Tavan

Johtoryhmän jäsen

–

Yhteensä

169,496

0.87

Aarne Aktan owns 76,525 shares, of which 67,672 are owned by Great Expectations Capital Oy, which he

controls. Aktan also directly owns 8,853 shares. In addition, Lotta Airas and Markku Pietilä have

considerable influence on Solteq Oyj's largest owner, Profiz Business Solution Oy, which owns 2,195,569

shares.

Internal Control and Risk Management Systems Associated with Financial Reporting

The ultimate responsibility for accounting and financial administration lies with Solteq Plc’s Board of

Directors. The Board is responsible for internal control, and the CEO is responsible for the practical

organization and monitoring of the control system. The steering and monitoring of business operations

is based on a reporting and business planning system that covers the entire Group. The CEO and CFO

deliver monthly reports regarding the Group’s financial situation and development at Board and

Executive Team meetings.

Risk Management System

The Group’s risk management is guided by legal requirements, business goals set by the Company’s

shareholders, and the expectations of other stakeholders. Risk management aims to identify and

acknowledge the risks involved in the Company’s operations and ensure that the risks are appropriately

managed when making business decisions. The Company’s risk management supports the achievement

of strategic goals and ensures the continuity of business operations.

Solteq takes risks according to its strategy and objectives. The Company is not willing to take risks that

might compromise the continuity of operations, have a significant negative impact on the Company’s

operations, or might be uncontrollable. Risks are divided into operational, personnel, financing, legal,

and financial risks. In the risk management process, the goal is to identify and assess the risks, after

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which a risk-specific plan is drawn up and concrete action is taken. Such actions may include, for

example, avoiding the risk, mitigating the risk by various means, or transferring the risk through

insurance or agreements. When necessary, the Board of Directors will be provided reports on any

material changes and new significant risks identified in the risk management process.

In 2024, the material uncertainties directed at the Company’s business and financial position were

related to general economic uncertainty, customer demand for the company's services, and the financial

market situation. Other key risks were related to managing changes in the balance sheet structure, the

timing and pricing of transactions on which revenue is based, changes in the cost level, the development

of the Company’s own products and their commercialization, and the company’s ability to manage

extensive contract and delivery packages.

The Board of Directors and the Executive Team regularly monitor the company's key business risks and

uncertainties. In addition, the Company has a Board-appointed Audit Committee, whose tasks include

monitoring the company’s financial and financing situation.

Control Environment

The goal of Solteq’s internal control is to support the implementation of the Group’s strategy and ensure

compliance with regulations. The system is based on group-level policies, guidelines and processes, and

controls of business operations and support processes. The operating culture is built by the steering and

control of the Company’s operations by the Board of Directors, the management methods of the

Company’s management, the Company’s organizational structure and management system, the

effective utilization of a global information system as well as the employees’ competence.

The financial department operating under the CFO is responsible for the general control function in

financial reporting. The operations are steered by the Board of Directors’ Audit Committee. The Group

applies the International Financial Reporting Standards (IFRS).

Risk Assessment in Financial Reporting

The aim of financial reporting is to ensure that assets and liabilities belong to the Company; all rights and

liabilities of the Company are presented in the financial statements; items in the financial statements have

been classified, disclosed, and described correctly; assets, liabilities, income, and expenditure are

entered in the financial statements at the correct amounts; all the transactions during the reporting

period are included in the accounts; transactions entered in the accounts are factual transactions; and

that the assets have been secured. The risk management process includes the annual identification and

analysis of risks related to financial reporting. In addition, the aim is to analyze and report all new risks

immediately after they have been identified. Considering the nature and extent of the Group’s business

operations, the most significant risks associated with the reliability of financial reporting are associated

with revenue recognition, the identification of credit loss risks, impairment testing of assets (including

goodwill, capitalized product development expenses and unfinished projects) and deferred taxes.

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Control Functions

The correctness and reliability of financial reporting are ensured through compliance with the Group’s

guidelines. Controls that ensure the correctness of financial reporting include controls related to

accounting transactions, controls related to the selection of — and compliance with — the accounting

principles, information system controls, and fraud controls.

Revenue recognition is based on the existence of obligatory sales documentation. Goodwill is tested for

impairment during the last quarter of the year. Indications of impairment are also monitored on a

continuous basis. Information systems support compliance with the Group’s approval authorizations.

Personnel expenses account for a majority of Solteq’s expenditure. Actual and forecasted personnel

expenses are monitored, and the forecasts are regularly updated at a detailed level. The results of

business operations and achievement of annual targets are assessed monthly in Executive Team and

Board meetings. Monthly reporting at the management and Board level includes actual and forecast data

compared to the targets and the actual results of previous periods.

In line with its strategy, Solteq can make targeted acquisitions. When making acquisitions, the Company

aims to observe due diligence and utilize its internal and external competence in the planning phase (e.g.,

due diligence) and in the integration phase.

Investor Communications and Financial Reporting

Solteq’s Disclosure Policy defines the practices followed in the Company’s investor communications.

The Disclosure Policy is compliant with EU and Finnish legislation, Nasdaq Helsinki’s rules and

guidelines for insiders, and the guidelines and regulations of the Finnish Financial Supervisory Authority

and other authorities. Disclosure Policy is available on the Company’s website.

The principles guiding financial reporting are timeliness, simultaneousness, continuity, and

transparency. These principles ensure that all market stakeholders have simultaneous access to

sufficient and correct information about the Company, its operations, goals, strategy, and financial

situation to determine the fair value of Solteq Plc’s shares and listed financial instruments.

Monitoring

Monitoring refers to the process of assessing Solteq’s internal control system and its performance in the

long term. Solteq also continuously monitors its operations through various assessments, such as

internal audits and external audits. Solteq’s management monitors internal control as a part of routine

management work. The business management is responsible for ensuring that all operations comply

with applicable laws and regulations. The financial department monitors compliance with the financial

reporting process and control. The financial department also monitors the correctness of external and

internal financial reporting. The Board of Directors assesses and ensures the appropriateness and

effectiveness of Solteq’s internal control and risk management. Solteq’s internal control is also assessed

by the Company’s auditor. The external auditor verifies the correctness of external financial reporting.

Performed as part of the continuous auditing process, auditing is focused on typical controls that ensure

the correctness of financial reporting. The most significant observations and recommendations of the

audit process according to the auditing plan are reported to the Board of Directors.

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Insider Administration

Solteq Plc complies with the Guidelines for Insiders issued by Nasdaq Helsinki Ltd on December 4, 2024.

Managers’ Transactions

Pursuant to the Market Abuse Regulation (MAR), the persons discharging managerial responsibilities

within the Company comprise the members of the Board of Directors and the Executive Team as well as

certain other persons whose duties satisfy the criteria for being a person discharging managerial

responsibilities.

Persons discharging managerial responsibilities are prohibited from all trading in Solteq Plc’s securities

for a period of 30 days before the date of publication of financial information bulletins. Persons

discharging managerial responsibilities and their closely associated persons must report their business

transactions exceeding the financial threshold set by the Financial Supervisory Authority to the

Company’s securities to the Company and Financial Supervisory Authority. The Company is required to

publish the information as a stock exchange bulletin and on the Company’s website.

Inside information and project-specific insider register

The Company will disclose inside information concerning the Company to the public as soon as possible

unless a decision is taken to delay this upon fulfilling the preconditions set out in the Market Abuse

Regulation. If the company decides to delay the disclosure of inside information, the company shall

monitor the fulfillment of delaying criteria throughout the delay process, i.e., until the insider information

is published or the project in question expires. The company will not disclose information about projects

that have lapsed. If the confidentiality of the information subject to the delay cannot be guaranteed, the

company will publish the insider information as soon as possible.

Project-specific insider registers will be maintained when the company has decided to delay the

disclosure of inside information and established a project-specific insider register concerning inside

information. Persons participating in projects affecting the value creation of the company’s shares

belong to the company’s project-specific group of insiders. Persons taking part in the project may not

trade company shares, debt instruments or related derivatives, or other financial instruments, and any

transactions related to them are forbidden until the project either expires or is published.

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Board of Directors on December 31, 2024

Markku Pietilä

Chairman of the Board

Year of birth:

1957

Education:

M.Sc. (Tech.), MBA

Main occupation:

Board Professional

Key work experience:

Chairman of the Board, Profiz Business Solution Oy; Senior management

positions, Componenta Oyj

Member of the Board of Directors since:

2008

Independent of the Company

Katarina Cantell

Year of birth:

1981

Education:

PhD, Information Systems

Main occupation:

Founder and CEO, Adalyon Oy

Key work experience:

Chief Strategy Officer (CSO), Aava Medical; Head of Strategic Design, Tieto

Finland Oy

Member of the Board of Directors since:

2019

Independent of the Company and its significant shareholders

Panu Porkka

Year of birth:

1977

Education:

The Finnish Matriculation Examination

Main occupation:

CEO, Verkkokauppa.com Oyj

Key work experience:

CEO, Suomalainen Kirjakauppa Oy; Sales Director, Tokmanni Oy

Member of the Board of Directors since:

2019

Independent of the Company and its significant shareholders

Anni Sarvaranta

Year of birth:

1985

Education:

M.Sc. (Tech.), Energy Technology

Main occupation:

CEO, Auris Energia Oy

Key work experience:

Business Director, Auris Energia Oy; SVP of Transmission Business, Gasgrid

Finland Oy; Development Director, Baltic Connector Oy; Head of Strategy, Helen Oy

Member of the Board of Directors since:

2022

Independent of the Company and its significant shareholders

Esko Mertsalmi

Year of birth:

1975

Education:

M.Sc., Mechanical Engineering and Industrial Economics

Main occupation:

Member of the Board and Co-Founder, Unikie Oy

Key work experience:

CEO and Co-Founder, Unikie Oy; COO, NEP Finland Oy; Several leadership

positions, Symbio Finland Oy

Member of the Board of Directors since:

2023

Independent of the Company and its significant shareholders

Lotta Airas

Year of birth:

1985

Education:

M.Sc. (Econ)

Main occupation:

CEO, Profiz Business Solution Oy

Key work experience:

oard member, Profiz Business Solution Oy; Management Consultant, Reddal

Helsinki Oy

Member of the Board of Directors since:

2024

Independent of the Company

Mika Sutinen

Year of birth:

1966

Education:

M.Sc. (Econ.)

Main occupation:

Industrial Partner, Vaaka Partners Oy; Chairman of the Board, Reaktor, Framery,

Luhta, Jungle Juice Bar, SGN Group, Ellun Kanat, Talentree, Staria, Business Forum Group (Nordic

Business Forum), and Kalpa; Member of the Board, LocalTapiola Finance Ltd

Key work experience:

CEO, Musti Group Oy; CEO, Best Friend Group; Consultant, Partner, Instead Oy

Member of the Board of Directors since:

2022

Independent of the Company and its significant shareholders

Annual Report 2024

18

Executive Team on December 31, 2024

Aarne Aktan

Year of birth:

1973

Education:

B.Sc. (Econ.)

Main occupation:

CEO, EVP of Utilities, Solteq Group;

Key work experience:

CEO, Synlab Oy (2019–2022); CEO, Pihlajalinna Plc (2016–2017); CEO, Talentum

Oyj (2011–2016); CEO, Quartal Oy (1997–2011)

Member of the Executive Team since:

July 1, 2022

Current key positions of trust:

Chairman of the Board, Smartum Oy; member of the Board, Trainers’

House Plc; advisor of two Intera Partners funds

Mikko Sairanen

Year of birth:

1985

Education:

LL.M.

Main occupation:

CFO, Interim EVP of Retail & Commerce, Solteq Group

Key work experience:

General Counsel, Solteq Plc (since 2014); Associate Lawyer, Peltonen LMR

Attorneys Ltd (2012–2014)

Member of the Executive team since:

January 1, 2023

Current key positions of trust:

-

Oona Silén

Year of birth:

1981

Education:

–

Main occupation:

VP of People and Culture, Solteq Group

Key work experience:

HR Director, SYNLAB Suomi Oy 2020-2023; HR Director, Tulos Helsinki Oy

2018 - 2020; HR Manager, Talentum Oyj 2012–2016

Member of the Executive team since:

February 6, 2023

Current key positions of trust:

-

Christa Tavan

Year of birth:

1977

Education:

M.Soc.Sci (Communications), MBA

Main occupation:

Director of Communications and Marketing, Solteq Group

Key work experience:

Director of Communications, Solteq Plc (since 2019); Founder, Managing Director,

Paloma Communications Ltd Oy (2012–2019); Director of Communications and Public Relations, FWD

Helsinki Oy (2010–2012); Country Manager, Star PR (2008–2010)

Member of the Executive team since:

January 1, 2023

Current key positions of trust:

-

Vuosikertomus 2024

20

Remuneration Principles

The Remuneration Report contains information on the remuneration of Solteq Plc's Board of Directors

and CEO from January 1 to December 31, 2024. The report has been prepared in accordance with the

recommendations of the Corporate Governance Code 2025 and the requirements of the Finnish

Securities Markets Act and Limited Liability Companies Act.

The remuneration of Solteq Plc’s governing bodies is based on the remuneration policy, which was

determined at the Annual General Meeting held on March 27, 2024. The remuneration policy is presented

to the Annual General Meeting whenever significant changes are made to it, but at least every four years,

unless legislation or other regulations require otherwise.

In 2024, a change to the CEO’s short- and long-term incentive schemes was approved. The change

allows remuneration paid under short-term incentive schemes to be a maximum of 75% of the fixed

annual salary, and at the target level, the weight of the long-term incentive schemes constitutes a

significant part of the CEO's overall remuneration. The change aims to ensure that any potential variable

remuneration emphasizes the achievement of the company's long-term objectives.

The Company's remuneration policy was implemented accordingly in 2024, and no exceptions were

made. This remuneration report contains essential information on the remuneration paid and due to the

Company's Board of Directors and CEO for the financial year 2024.

The Remuneration Report will be presented at the Annual General Meeting in 2025. In addition, the

remuneration report is also published in a stock exchange bulletin and on the Company’s website.

Solteq’s Performance and Remuneration Development

The Board of Directors' remuneration is based on monthly fees and remuneration paid per meeting, which

the Annual General Meeting decides. From January 1 to December 31, 2024, the board members were

paid a monthly fee of EUR 2,500, and the Chairman of the Board was paid a monthly fee of EUR 5,000. In

addition, each board member was paid EUR 500 per meeting.

In 2024, the CEO's remuneration consisted of a fixed salary based on the CEO’s contract. The CEO had

no performance-based or other short- or long-term incentive schemes.

The following compares the development of the Company's results and the average salary of its

employees with the remuneration of the Board of Directors and CEO over the past five years.

Annual Report 2024

21

*) Comparison periods’ figures adjusted

Remuneration of the Board of Directors

The Annual General Meeting decides on the remuneration paid to the Board of Directors. In accordance

with the decisions made in the 2024 Annual General Meeting, the Chairman of the Board was paid a

monthly fee of EUR 5,000, and other Board members were paid a monthly fee of EUR 2,500 between

January 1, 2023, and December 31, 2024. All Board members were paid a meeting fee of EUR 500 for

Board and Committee meetings. Board members' travel expenses were compensated in accordance with

the Company's applicable travel guidelines. Remuneration paid and due to the Company's Board of

Directors for the financial year 2024:

TEUR

Annual

Remuneration

Meeting

Remuneration

Total

Remuneration

Markku Pietilä, Chairman of the

Board

60.0

8.0

68.0

Lotta Airas (Mar 27–Dec 31, 2024)

22.5

4.5

27.0

Katarina Cantell

30.0

7.0

37.0

Esko Mertsalmi

30.0

5.5

35.5

Panu Porkka

30.0

5.0

35.0

Anni Sarvaranta

30.0

5.5

35.5

Mika Sutinen

30.0

6.5

36.5

Total

232.5

42.0

274.5

The meeting fees also include the fees paid for the Committee meetings.

-200%

-150%

-100%

-50%

0%

50%

100%

2020 2021 2022 2023 2024

Developmet of Key Figures

Revenue Operating Result CEO Board of Directors Solteq Group Employee *

Annual Report 2024

22

CEO’s Remuneration

The Board of Directors decides on the terms and conditions of the CEO’s service agreement and on the CEO's

remuneration in accordance with the remuneration policy.

The CEO was paid a fixed remuneration (a fixed part) in accordance with the CEO’s service agreement. In

2024, the CEO did not have any performance-based or other short or long-term incentive schemes (possible

variable part) in addition to the basic salary.

Remuneration paid and due to the CEO for the financial year 2024:

TEUR

Fixed Salary

Aarne Aktan

350.4

Total

350.4

The remuneration paid to the CEO includes taxable fringe benefits.

Other key terms:

• The CEO’s notice period is 6 months

• No severance pay is stipulated by the CEO’s contract

In accordance with the Remuneration Policy, the Board of Director’s may decide changes to the

remuneration of the CEO and deputy CEO. The remuneration paid may consist of a fixed salary, fringe

benefits, and short and long-term incentive schemes.

Annual Report 2024

24

F

Table of contents

Report of the Board of Directors

25

Consolidated financial statements

44

Consolidated statement of comprehensive income

44

Consolidated statement of financial position

45

Consolidated cash flow statement

46

Consolidated statement of changes in equity

47

Notes to consolidated financial statements

48

1. GENERAL INFORMATION

48

1.1 Group information

48

1.2 Basis of preparation

48

1.3 Going concern principle

48

1.4 New and amended standards applied in financial year

49

1.5 Management judgement and use of estimates

49

2. FINANCIAL RESULT

51

2.1 Segment reporting

51

2.2 Revenue from contracts with customers

52

2.3 Employee benefit expenses

55

2.4 Other income and expenses

55

2.5 Research and development costs

57

2.6 Financial income and expenses

57

2.7 Income taxes

58

2.8 Earnings per share

61

3. TANGIBLE AND INTANGIBLE ASSETS

62

3.1 Tangible assets

62

3.2 Right-of-use assets

64

3.3 Intangible assets

66

3.4 Depreciation, amortization, and impairment

70

4. OPERATIONAL ASSETS AND LIABILITIES

71

4.1 Trade and other receivables

71

4.2 Inventories

72

4.3 Trade and other payables

72

4.4 Provisions

73

5. CAPITAL STRUCTURE AND FINANCIAL ITEMS

74

5.1 Financial risk management and capital management

74

5.2 Financial assets and liabilities

76

5.3 Other investments

79

5.4 Cash and cash equivalents

79

5.5 Equity

79

5.6 Conditional debts and liabilities

80

6. OTHER NOTES

81

6.1 Consolidation principles and group companies

81

6.2 Related party transactions

82

6.3 Business combinations

82

6.4 Events after the balance sheet date

83

PARENT COMPANY FINANCIAL STATEMENTS

84

Parent company's statement of comprehensive income

84

Parent company's statement of financial position

85

Parent company's cash flow statement

86

Parent company's statement of changes in equity

87

Notes to Solteq Plc financial statements

88

Proposal for distribution of profits

112

Signatures to the report of the Board of directors and the financial statements

113

Auditor's report

114

Annual Report 2024

25

Report of the Board of Directors

A critical year: Profitability improved, financing was secured

2024 was a critical year in terms of the company's profitability and refinancing. The profitability

turnaround that lasted the entire year generated a comparable operating result of EUR 0.7 million (-4.6),

which was EUR 5.3 million better than in the comparison period and the first positive operating result in

two years. Thanks to improved profitability, the company successfully renegotiated the repayment terms

and maturity of its EUR 23 million bond.

The comparable revenue for the financial year was EUR 50.9 million (54.2), which decreased by 6.1

percent from the comparison period. Revenue decreased in both segments. The tougher-than-expected

market situation led to a profit warning and a lowering of the profit guidance for the financial year's

comparable revenue in October 2024.

The comparable revenue of the Retail & Commerce segment was EUR 38.6 million (40.5) for the financial

year. The decline in revenue was due to weak customer demand and delays in decision-making on several

significant new customer projects. The efficiency measures implemented in the second and third

quarters drove the company’s profit improvement. The segment's profitability improved significantly,

and the comparable operating result for the financial year was EUR 2.5 million (0.4).

The Utilities segment’s revenue decreased during the financial year and amounted to EUR 12.2 million

(13.7). Revenue development was disappointing and affected by delays in the start of customer projects

in the software business and weak customer demand in the consulting business. The comparable

operating result for the financial year was EUR -1.8 million (-5.0). The significant profit improvement

resulted from the recovery in the software business and the efficiency and cost-saving measures

implemented at the end of the previous financial year. Furthermore, the consistent work in developing

the quality of Utilities software products was reflected in improved customer satisfaction during the

financial year.

At the end of the financial year, the company sold its business based on Danish healthcare software

solutions. The net debt-free purchase price was EUR 4.0 million. The revenue of the divested business

amounted to EUR 2.0 million in the financial year 2024. The transaction was a logical continuum of the

company’s focus on selected solutions and expert services in the energy sector, retail industry, and

ecommerce. In addition, the transaction will enable the company to reduce its indebtedness and

financing costs.

Nordic IT market outlook within the key industries for Solteq

Solteq aims to meet the changing needs of the energy sector, retail industry, and e-commerce through

its product development and expert services in the Nordics. The Group’s reportable business segments

are Utilities and Retail & Commerce. The Utilities segment offers software solutions and expert services

for the energy sector, and the Retail & Commerce segment for retail and e-commerce. The business areas

share similar characteristics, such as the rapidly evolving digital transformation and the need for smarter

and more efficient core functions. The company estimates that its offering matches well with the

industry-specific development needs where the Nordic decision-makers are focusing their IT

investments in the coming years.

The demand for software solutions and expert services in the Nordic energy sector is accelerated by

changes in the industry’s regulation, the transition to renewable energy sources, and the potential for

Annual Report 2024

26

more streamlined business operations created by the developing technology. The business of the

Utilities segment consists of software solutions and expert services, which comprehensively take into

account the regulatory changes in the Nordics and EU. Among these are nationally driven datahub

projects for centralized information exchange and the unification of operating models regarding

measurement practices and the opening of electricity markets. The company estimates that the

segment’s industry-specific expertise and offering create a clear competitive advantage in the Nordic

energy market.

The general uncertainty in the global economy creates uncertainties such as high inflation and increased

interest rates. The uncertainties affect the Nordic market by weakening the demand, in particular, for the

offering of the Retail & Commerce segment. However, the demand is driven by the rapidly evolving

digitalization and the need for the secure, reliable, and coherent IT ecosystems.

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.

Key Figures

2024

2023

Change-%

2024-2023

2022

Revenue, TEUR

50,869

57,655

-11.8

68,426

Comparable revenue, TEUR

50,869

54,183

-6.1

57,230

EBITDA, TEUR

4,073

8,695

-53.2

5,555

Comparable EBITDA, TEUR

2,944

-1,662

277.1

608

Operating result, TEUR

1,809

-3,541

151.1

-4,406

Comparable operating result, TEUR

710

-4,575

115.5

-2,795

Result for the financial period, TEUR

-1,211

-5,380

77.5

-5,404

Earnings per share, EUR

-0.06

-0.28

77.5

-0.28

Operating result, %

3.6

-6.1

-6.4

Comparable operating result, %

1.4

-8.4

-4.9

Equity ratio, %

30.9

30.4

*

30.3

* 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.

Revenue and Profit

Revenue decreased by 11.8 percent compared to the previous year and totaled EUR 50,869 thousand

(57,655). Operating result for the review period was EUR 1,809 thousand (-3,541). Comparable operating

result was EUR 710 thousand (-4,575). Result before taxes was EUR -598 thousand (-4,715) and the

result for the financial period was EUR -1,211 thousand (-5,380).

Annual Report 2024

27

Retail & Commerce

The segment’s comparable revenue for the review period was EUR 38,642 thousand (40,486), a

decrease of 4.6 percent relative to the comparison period. The comparable EBITDA was EUR 3,951

thousand (2,315), and the comparable operating result was EUR 2,510 thousand (449).

The segment provides software solutions and expert services for the retail industry and e-commerce. Of

the segment's revenue, 69.4 percent came from e-commerce solutions and expert services and 30.6

percent from solutions and expert services related to the retail industry.

An efficiency and cost-savings program, targeted at the Retail & Commerce segment’s Commerce &

Data business unit and the Group administration was carried out during the review period. The goal was

to improve profitability by reorganizing and enhancing the efficiency of operations. The company

executed cost-savings and reduction measures in Finland and other group companies, and it estimates

achieving annual savings of approximately EUR 3.4 million.

As part of the efficiency and cost-savings program, change negotiations were carried out in Finland May

6 through June 24, 2024. Based on the resignations and layoffs, the company's workforce was reduced

by 24 employees in Finland. The negotiations concerned the personnel of the Commerce & Data unit and

the Group administration.

On November 18, 2024, the company announced that it would sell its business based on Danish

healthcare software, which was part of the Retail & Commerce segment. The transaction was completed

at the end of December 2024. The sale was a logical continuum for the company's focus on selected

solutions and expert services for the energy sector, retail, and e-commerce.

Jesper Boye, who served as the Executive Vice President of the Retail & Commerce segment and a

member of Solteq Plc’s Executive Team, announced his resignation on November 26, 2024. The

company’s CFO, Mikko Sairanen, assumed interim responsibility for the segment, and the company

commenced the search for a new Executive Vice President for the Retail & Commerce segment.

Utilities

The segment’s revenue for the review period was EUR 12,227 thousand (13,697), down by 10.7 percent

relative to the comparison period. The segment’s comparable EBITDA was EUR -1,008 thousand

(-3,976), and the comparable operating result was EUR -1,800 thousand (-5,024).

Utilities offers software solutions and expert services for the energy sector. Software solutions accounted

for 87.2 percent, and expert services for 12.8 percent of the segment's revenue.

Recurring revenue accounted for 46.9 percent of the segment's revenue and consists of software

licensing, maintenance, and support fees. In the long term, the aim is to raise recurring software-based

revenue to half of the Utilities segment's revenue.

On April 3, 2024, Solteq Plc’s EVP of Utilities and Executive Team member, Jaakko Hirvensalo,

announced his resignation. Hirvensalo continued in his position until the end of April 2024, after which

the CEO of Solteq Plc, Aarne Aktan took on also the leadership responsibilities of the Utilities segment's

business.

Annual Report 2024

28

Balance Sheet and Finance

Total assets amounted to EUR 52,039 thousand (56,736) at the end of the review period. Liquid assets

totaled EUR 3,281 thousand (1,853). The company has a standby credit limit of EUR 5,000 thousand, of

which EUR 1,000 was in use at the end of the review period (1,000). The company also has a bank account

credit limit of EUR 2,000 thousand, which was unused at the end of the review period. At the end of the

comparison period, EUR 698 thousand of the bank account credit limit was in use. At the end of the

review period, the company had a EUR 247 thousand (329) Business Finland loan for product

development.

The Group’s interest-bearing liabilities were EUR 23,743 thousand (26,357).

Solteq Group’s equity ratio was 30.9 percent (30.4).

On October 1, 2020, Solteq issued a fixed rate senior bond with a nominal value of EUR 23.0 million, of

which the company holds EUR 2.3 million. The bond will mature on October 1, 2026. The bond can be

redeemed before the final maturity date.

The original maturity date was October 1, 2024. The terms of the bond were amended in a written

procedure, signed on September 13, 2024, and:

• the Final Maturity Date was extended under the Terms and Conditions by 24 months, with the

new Final Maturity Date being October 1, 2026;

• the coupon rate on the Notes was increased from 6.0 percent to 10.0 percent starting from

October 1, 2024;

• the redemption price applicable to Voluntary Total Redemptions under the Terms and Conditions

was amended by gradually increasing the redemption price of the Notes from 100.0 percent to

104.0 percent during the extended maturity period of the Notes; and

• the permitted size of the Working Capital Facility included in the Terms and Conditions of the

Notes was decreased to either EUR 7 million or 90 percent of EBITDA, whichever is greater.

The terms of the bond include financial covenants concerning the distribution of funds and incurring

financial indebtedness other than permitted under the terms of the bond (Incurrence Covenant). The

covenants require that the equity ratio exceeds 27.5 percent, the interest coverage ratio (EBITDA/net

interest cost) exceeds 3.00:1, and that the Group’s net interest-bearing debt to EBITDA ratio does not

exceed 4:1. The covenants concerning the distribution of funds and incurring financial indebtedness

other than permitted under the terms of the bond are not fulfilled based on the reporting period. The

fulfillment of the covenants is always reviewed based on the last reported 12-month period. Violations of

the above-mentioned financial covenants of the bond do not, as such, lead to the right to demand

immediate repayment of the bond, but they limit the distribution of the company's funds and incurring

financial indebtedness other than permitted under the terms of the bond.

More information about the Bond and its terms and conditions are available on the company's website.

The maturity distribution of financial liabilities is presented in note 5.2 of the financial statements.

Annual Report 2024

29

Investment, Research, and Development

The net investments during the review period were EUR 1,519 thousand (2,868). No investments were

made in business acquisitions during the review nor the comparison period. The effect of the Danish

healthcare software solutions business transaction in December 2024 on the goodwill at the time of sale

was EUR -1,954 thousand. During the comparison period the effect of the Microsoft BC and LS Retail

business transaction in May 2023 on the goodwill at the time of sale was EUR -5,904 thousand. A total of

EUR 0 thousand (2,698) of the net investments were capitalized development costs relating to the

continued further development of the existing software products and the development of new software

products. Other investments were EUR 1,519 thousand (170). Other investments include the net change

in rented premises and equipment, totaling EUR 1,433 thousand (170). During the comparison period,

the Company made a EUR 3,955 thousand write-off to the development costs in the Utilities business

and EUR 3,520 thousand in the Retail & Commerce business.

Capitalized development costs included EUR 0 thousand (1,501) in personnel costs.

In December 2023, the company changed its operating logic of dealing with product development

activities. The development of own software products is part of continuous services and standard

operations, and the related product development costs no longer meet the requirements for activation.

The development costs of these existing software products are thus treated as cost items in the income

statement as part of normal business operations in 2024, and product development cost activations

ceased in the last quarter of the financial year 2023.

Depreciations and impairments

Depreciations and impairments in the review period totaled EUR 2,265 thousand (12,236), of which

depreciations from premises accounted for EUR 1,422 thousand (1,647).

Personnel

The number of permanent employees at the end of the review period was 390 (478).

2024

2023

2022

Average number of personnel during the financial period

435

541

635

*

Employee benefit expenses, TEUR

29,007

33,570

37,273

* Data for comparison periods adjusted.

Related Party Transactions

Solteq Group’s related parties include the Board of Directors, the CEO, and the Group’s Executive Team,

as well as their related parties and entities according to the IAS24 standard. The related party

transactions and euro amounts are presented in attachment 6.2.

Annual Report 2024

30

Shares, Shareholders, and Treasury Shares

Solteq Plc’s equity on December 31, 2024, was EUR 1,009,154.17 which was represented by 19,396,501

shares. The shares have no nominal value. All shares have an equal entitlement to dividends and

company assets. Shares are governed by a redemption clause.

Solteq Plc did not hold any treasury shares at the end of the review period.

Exchange and Rate

During the review period, the exchange of Solteq’s shares in the Nasdaq Helsinki Ltd was 4.3 million

shares (4.5) and EUR 3.1 million (4.9). The highest rate during the review period was EUR 0.99 and the

lowest rate was EUR 0.54. The weighted average rate of the share was EUR 0.73, and the end rate was

EUR 0.61. The market value of the company’s shares at the end of the review period totaled EUR 11.8

million (14.7).

Ownership

At the end of the review period, Solteq had a total of 6,472 shareholders (7,060). Solteq’s 10 largest

shareholders owned 10,494 thousand shares, i.e., they owned 54.1 percent of the company’s shares and

votes. Solteq Plc’s members of the Board of Directors, CEO and executive team owned 170 thousand (94)

shares on December 31, 2024. More information about management's holdings on the company's

website www.solteq.com.

Distribution of Holdings and Shareholder Information

Distribution of Holdings by Sector December 31, 2024

Number of owners

Shares and votes

PCS

%

PCS

%

Private companies

191

2.95

4,418,442

22.78

Financial and insurance institutions

9

0.14

1,273,966

6.57

Public sector organizations

3

0.05

5,196,890

26.79

Households

6,245

96.49

8,224,110

42.40

Non-profit organizations

2

0.03

231

0.00

Foreign owners

15

0.23

282,862

1.46

Total

6,472

100.00

19,396,501

100.00

Total of nominee registered

7

0.11

333,297

1.72

Annual Report 2024

31

Distribution of Holdings by Number of Shares December 31, 2024

Number of owners

Shares and votes

Number of shares

PCS

%

PCS

%

1 - 100

2,252

34.80

103,934

0.54

101 - 1,000

3,088

47.71

1,276,185

6.58

1,001 - 10,000

1,001

15.47

2,895,923

14.93

10,001 - 100,000

114

1.76

3,297,902

17.00

100,001 - 1,000,000

13

0.20

4,430,098

22.84

1,000,000 -

4

0.06

7,392,459

38.11

Total

6,472

100.00

19,396,501

100.00

of which nominee registered

7

0.11

333,297

1.72

Major Shareholders December 31, 2024

Shares and votes

number

%

1.

Profiz Business Solution Oy

2,195,569

11.32

2.

Elo Mutual Pension Insurance Company

2,000,000

10.31

3.

Ilmarinen Mutual Pension Insurance Company

1,651,293

8.51

4.

Varma Mutual Pension Insurance Company

1,545,597

7.97

5.

Aktia Capital Mutual Fund

770,000

3.97

6.

Aalto Seppo Tapio

625,000

3.22

7.

Saadetdin Ali

602,216

3.10

8.

Säästöpankki Small Cap Mutual Fund

500,000

2.58

9.

Incedo Oy

304,001

1.57

10.

Kelhu Markku Juhani

300,000

1.55

10 largest shareholders total

10,493,676

54.10

Total of nominee-registered

333,297

1.72

Others

8,569,528

44.18

Total

19,396,501

100.00

Annual General Meeting

Solteq’s Annual General Meeting of Solteq Plc was held on 27 March 2024. The Annual General Meeting

approved the financial statements for the financial year 1 January–31 December 2023 and discharged the

CEO and members of the Board of Directors who were active during the financial year from liability.

In accordance with the proposal of the Board of Directors, it was resolved that no dividend is distributed

for the financial year that ended on December 31, 2023.

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

year 2023 and approved the amended remuneration policy for governing bodies.

The Annual General Meeting approved the proposal of the Board of Directors to amend Articles 1 and 11

of the Articles of Association so that the domicile of the company is Espoo and that a general meeting of

shareholders can be held in addition to the domicile of the company in Helsinki or Vantaa.

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The Annual General Meeting authorized the Board of Directors to decide on a share issue carried out with

or without payment and on issuing share options and other special rights referred to in Chapter 10,

Section 1 of the Finnish Limited Liability Companies Act as follows:

The maximum total number of shares or other rights issued under the authorization is 2,000,000. The

authorization includes the right to issue new shares and special rights or convey treasury shares. The

new shares and rights can be issued and treasury shares conveyed in a directed share issue deviating

from the shareholders’ pre-emptive right of subscription if there is a weighty financial reason for the

company, e.g., to improve the capital structure, to execute business acquisitions, and other business

improvement arrangements. The authorization cannot be used to implement the company’s incentive

schemes. The authorization includes the right for the Board of Directors to decide on all other terms

concerning the share issue and granting special rights, including the subscription price and payment of

the subscription price in cash or in whole or in part by other means (subscription in kind) or by using the

subscriber’s receivable to offset the subscription price and record it in the company's balance sheet. The

authorization is effective until the next Annual General Meeting, however, no longer than 30 April 2025.

This authorization cancels the corresponding decision made by the Annual General Meeting 2023.

The Annual General Meeting authorized the Board of Directors to decide on repurchasing the company’s

own shares as follows: The number of own shares to be repurchased based on the authorization cannot

exceed 500,000. Shares may be repurchased in one or more lots. The Company may use only

unrestricted equity to repurchase its own shares. Own shares may be repurchased otherwise than in

proportion to the share ownership of the shareholders (directed repurchase). The purchase price shall

be at least the lowest price paid for the company’s shares in regulated trading at the time of purchase and

at most the highest price paid for Company shares in regulated trading at the time of purchase. Own

shares can be purchased to be used to improve the capital structure of the company, to execute business

acquisitions and other business development arrangements, or as a part of the implementation of the

company’s incentive schemes. The authorization is effective until the next Annual General Meeting,

however, no longer than 30 April 2025. This authorization cancels the corresponding decision made by

the Annual General Meeting 2023.

The Annual General Meeting authorized the Board of Directors to decide on accepting the company’s

own shares as pledge as follows: The Board of Directors is authorized to decide on accepting the

company’s own shares as pledge (directed) in connection with business acquisitions or when executing

other business arrangements. The pledge may occur in one or several transactions. The number of own

shares accepted as pledge cannot exceed 2,000,000. The Board of Directors decides on other terms

concerning the pledge. The authorization is effective until the next Annual General Meeting, however, no

longer than 30 April 2025. This authorization cancels the corresponding decision made by the Annual

General Meeting 2023.

Board of Directors and Auditors

The Annual General Meeting on March 27, 2024, resolved that 7 members were elected to the Board of

Directors. The Annual General Meeting resolved to elect the following members of the Board of Directors

according to proposal of the Shareholders’ Nomination Committee of Solteq Plc: Markku Pietilä, Katarina

Cantell, Panu Porkka, Anni Sarvaranta, Mika Sutinen, Esko Mertsalmi and Lotta Airas.

In its organizing meeting after the Annual General Meeting, the Board of Directors re-elected Markku

Pietilä as its chairman.

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33

Mika Sutinen, Katarina Cantell, and Markku Pietilä were elected as members of the Audit Committee.

Mika Sutinen acts as the Chairman of the Audit Committee.

The Annual General Meeting elected audit firm PricewaterhouseCoopers Oy as the auditor of the

company. PricewaterhouseCoopers Oy has informed that Tiina Puukkoniemi, Authorised Public

Accountant (KHT), Authorised Sustainability Auditor (KRT), is the auditor with principal responsibility.

PricewaterhouseCoopers Oy was also selected to carry out the assurance of the Company’s sustainability

reporting for the financial year 2024, and Tiina Puukkoniemi, Authorised Public Accountant (KHT),

Authorised Sustainability Auditor (KRT), would also act as the responsible sustainability reporting

assurance provider. However, the company is not obliged to prepare a sustainability report for the

financial year 2024, because as result of changes that took place in the company during the reporting

period, the required limit values are not met. The company has decided not to prepare a sustainability

report as referred to in Chapter 7 of the Accounting Act for the financial year 2024.

Other Events During the Review Period

On January 25, 2024, Solteq announced the proposals of Solteq’s Shareholders’ Nomination Committee

for the 2024 Annual General Meeting. Solteq Plc’s Shareholders’ Nomination Committee proposes to the

Annual General Meeting, planned to be held on March 27, 2024, that seven (7) members are elected to

the Board of Directors, the current Board members – Markku Pietilä, Katarina Cantell, Panu Porkka, Anni

Sarvaranta, Mika Sutinen, and Esko Mertsalmi – are re-elected, and Lotta Airas is elected as a new

member of the Board. The Board members’ term will end at the close of the 2025 Annual General Meeting.

On February 2, 2024, Solteq announced changes in the Executive Team of Solteq Plc as of February 2,

2024. With the change, Kari Lehtosalo, the company’s CFO and member of the Executive Team since

2019, will step down from his position by mutual agreement. The Board of Directors of Solteq Plc has

appointed LL.M. Mikko Sairanen (b. 1985) as the company’s new CFO. He will also continue in his role as

the company’s General Counsel.

On April 3, 2024, Solteq Plc announced changes to the Executive team. Solteq Plc’s EVP of Utilities and

member of the Executive Team, Jaakko Hirvensalo, announced his resignation. Hirvensalo continued in

his current position and as a member of the Executive Team until the end of April 2024. The company

started the process of finding a new EVP for Utilities immediately.

On April 24, 2024, Solteq Plc announced having updated the definitions of comparable EBITDA and

operating result, and published new figures concerning them for 2023. The company has changed the

definition of comparable EBITDA and comparable operating result and added significant changes from

product development activations and related depreciation to items affecting comparability. The

definition of comparable revenue remains unchanged.

On April 30, 2024, Solteq Plc announced Solteq Plc's CEO, Aarne Aktan taking on the leadership

responsibilities of the Utilities segment's business in addition to his current duties.

On April 30, 2024, Solteq Plc announced initiating an efficiency and cost-savings program to achieve

approximately EUR 3.5 million in annual cost savings. The efficiency and cost-savings program concerns

the Retail & Commerce segment’s Commerce & Data business unit and Group Administration. The goal

is to improve profitability by reorganizing and enhancing the efficiency of operations.

On June 24, 2024, Solteq Plc announced that Solteq's efficiency and cost-savings program has been

completed. Solteq’s efficiency and cost-savings program, targeted at the Retail & Commerce segment’s

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Commerce & Data business unit and the Group Administration has been completed. The company will

execute cost-savings and reduction measures in Finland and other group companies, and it estimates

achieving annual savings of approximately EUR 3.4 million. Approximately a third of the annual cost

savings is expected to be realized in 2024.

On August 2, 2024, Solteq Plc announced preliminary information about its second quarter and

announced considering commencing a written procedure to extend the final maturity date of its EUR 23

million notes.

On August 21, 2024, Solteq Plc announced commencing a written procedure to amend the terms and

conditions of its EUR 23 million notes due 1 October 2024.

On September 6, 2024, Solteq Plc announced that the members of Shareholders’ Nomination Committee

of Solteq Plc have been appointed.

On September 13, 2024, Solteq Plc announced that the amendments to the terms and conditions of

Solteq Plc notes have been approved in a written procedure.

On October 23, 2024, Solteq Plc announced it is lowering its guidance on comparable revenue for 2024.

The new profit guidance for 2024 is: The company expects comparable revenue to diminish relative to

the comparison period and operating result to be positive. The comparable revenue was EUR 54,183

thousand for the financial year 2023. The previous profit guidance for 2024 was: The company expects

the comparable revenue to grow and the operating result to be positive. The comparable revenue was

EUR 54,183 thousand for the financial year 2023.

On October 24, 2024, Solteq Plc announced correcting its Consolidated Cash Flow Statement

concerning the cash flow from operating activities and the cash flow from financing activities published

in the Interim Report Jan 1–Sep 30, 2024.

On November 5, 2024, Solteq Plc published the financial reporting schedule and planned Annual General

Meeting date for 2025.

On November 18, 2024, Solteq Plc announced selling its business based on Danish healthcare software

solutions. 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 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.

On November 26, 2024, Solteq Plc announced changes in Solteq Plc’s executive team. Solteq Plc’s EVP

of Retail & Commerce and a member of the Executive Team, Jesper Boye, announced his resignation. He

left his current duties as the head of the Retail & Commerce segment immediately but continued with the

company until the end of 2024. The Board of Directors of Solteq Plc assigned the interim leadership of

the Retail & Commerce segment to the company’s CFO, Mikko Sairanen. He assumed the new

responsibilities immediately alongside his current duties. The company commenced the search for a new

EVP for Retail & Commerce.

Events After the Reporting Period

On January 21, 2025, Solteq Plc announced the repurchase and cancellation of bond notes. Solteq Plc

announced that it has repurchased its outstanding notes for the acquired amount of EUR 2,3 million

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35

maturing in 2026. The Board of Directors has resolved to cancel the acquired notes. The outstanding

amount of the bond (ISIN FI4000442264) will be EUR 20,7 million after the cancellation of the acquired

notes.

On January 24, 2025, Solteq Plc announced the proposals of Solteq’s Shareholders’ Nomination

committee for the 2025 Annual General Meeting. Solteq Plc’s Shareholders’ Nomination Committee

proposes to the Annual General Meeting, planned to be held on March 27, 2025, that seven (7) members

are elected to the Board of Directors, the current Board members – 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. Katarina Cantell and Panu Porkka have announced that they

are unavailable to continue in their roles as Board members. The term of the Board members will end at

the close of the 2026 Annual General Meeting.

The company’s management is not aware of other events of material importance after the review period

that might have affected the preparation of the Financial Statements Bulletin.

Going concern principle

In assessing the going concern principle, the management of the company has considered the risks

related to the refinancing of the company. The key elements of Solteq Group’s debt financing are a fixed-

rate bond, as well as standby and bank account credit limits.

Solteq issued a fixed-rate unsecured senior bond with a nominal value of EUR 23.0 million on October 1,

2020. Of the EUR 23.0 million bond outstanding at the time of December 31, 2024, EUR 2.3 million was

held by the company. The terms and conditions of the bond were amended in a written procedure,

approved on September 13, 2024, so that the bond matures on October 1, 2026. The standby and bank

account credit limits total EUR 7.0 million. The related financial covenants are linked to the terms of the

bond.