Decisions of Sievi Capital’s Annual General Meeting and the constitutive meeting of the Board of Directors
Sievi Capital Plc
Stock Exchange Release 11 May 2022 at 2:40 pm EEST
Decisions of Sievi Capital’s Annual General Meeting and the constitutive meeting of the Board of Directors
Sievi Capital Plc’s Annual General Meeting was held on 11 May 2022 in Helsinki. In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting was held without shareholders’ and their proxy representatives’ presence at the meeting venue. The shareholders of the company participated in the meeting and exercised their shareholder’s rights by voting in advance. A total of 72 shareholders were represented in the meeting, representing approximately 17.4 million shares and votes in the company. The Annual General Meeting supported all the proposals contained in the notice of the Annual General Meeting. The General Meeting adopted the financial statements for the financial period 2021, discharged the members of the Board of Directors and the persons who had acted as CEO from liability for the financial period 2021, and adopted, through an advisory resolution, the company’s Governing Bodies’ Remuneration Report for the year 2021.
Payment of dividend
As proposed by the Board of Directors, the General Meeting decided that no dividend be distributed by resolution of the General Meeting for the financial period ended on 31 December 2021 and authorised the Board of Directors to decide later, at its discretion, on the distribution of a dividend of a total maximum of EUR 0.05 per share in one or more instalments. The authorisation is valid until the next Annual General Meeting, however, at the latest until 31 May 2023. The company will publish the Board of Directors’ possible dividend distribution decisions separately and confirm the dividend record and payment dates at the same time. The dividend paid based on the authorisation would be paid to shareholders who on the record date of the dividend payment in question are recorded in the shareholders’ register maintained by Euroclear Finland Oy.
Remuneration of the members of the Board of Directors
The General Meeting decided that the remuneration of the Board of Directors remain unchanged, so that the Chairman of the Board of Directors be paid as remuneration EUR 3,550 per month and each member of the Board of Directors EUR 2,300 per month. The travel expenses of the members of the Board of Directors are compensated in accordance with the company’s travel policy. Earnings-related pension insurance contributions are paid voluntarily for the paid remuneration.
Composition of the Board of Directors
The General Meeting confirmed the number of members of the Board of Directors at five (5). Current members Juha Karttunen, Kati Kivimäki and Taru Narvanmaa were re-elected to the Board of Directors until the closing of the Annual General Meeting of 2023, and Timo Mänty and Harri Sivula were elected as new members of the Board of Directors for the same term.
Election of the auditor
The General Meeting elected KPMG Oy Ab, Authorised Public Accountant firm, as the company’s auditor. KPMG Oy Ab has notified that Esa Kailiala, APA, will act as the principally responsible auditor for the company. The General Meeting decided that the remuneration of the auditor shall be paid according to the auditor’s reasonable invoice approved by the company.
Establishment of a Shareholders’ Nomination Board
As proposed by the Board of Directors, the General Meeting resolved to establish a Shareholders’ Nomination Board, which is responsible for preparing annually, and if needed also otherwise, proposals concerning the composition, election and remuneration of the members of the Board of Directors. In addition, the General Meeting approved the Charter of the Shareholders’ Nomination Board.
The Nomination Board shall consist of four (4) members. The three (3) largest shareholders of the company each have the right to nominate one (1) member, and one (1) member is the Chair of the Board of Directors of the company or another member elected by the Board of Directors from among its members. The Nomination Board operates until further notice, unless otherwise decided by the company’s General Meeting.
Authorising the Board of Directors to decide on the issuance of shares and special rights entitling to shares
As proposed by the Board of Directors, the General Meeting authorised the Board of Directors to decide on the issuance of shares and/or the granting of special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, in one or several instalments. The total number of shares to be issued under the authorisation may be at the most 11,400,000 shares, and the authorisation concerns both the issuance of new shares as well as the conveyance of shares held by the company. The authorisation may be used to finance or carry out possible acquisitions or other arrangements or investments related to the company’s business, to implement the company’s incentive program, or for other purposes decided by the Board of Directors. The Board of Directors decides on all terms and conditions of a share issue and the issuance of special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, and the authorisation therefore includes the right of the Board of Directors to deviate from the shareholders’ pre-emptive subscription right (directed issue), the right to issue shares against consideration or without payment, and the right to decide on a free issuance of shares to the company itself.
The authorisation is effective until 30 June 2023, and it cancels the corresponding authorisation given to the Board of Directors by the Annual General Meeting on 29 April 2021.
Authorising the Board of Directors to decide on the repurchase of the company’s own shares
As proposed by the Board of Directors, the General Meeting authorised the Board of Directors to decide to repurchase a maximum of 5,700,000 shares in the company in one or several instalments by using funds in the company’s unrestricted equity, however, taking into account the provisions of the Finnish Limited Liability Companies Act concerning the maximum number of own shares held by the company. The company’s own shares may be repurchased to be used as consideration in possible acquisitions or in other arrangements related to the company’s business, to finance investments, as a part of the company’s incentive program, to develop the company’s capital structure as well as to be conveyed for other purposes, to be held by the company or to be cancelled. The authorisation also includes the right to pledge the company’s own shares. The company’s own shares may be repurchased in public trading organised by Nasdaq Helsinki Ltd otherwise than in proportion to the shareholdings of the shareholders, at the market price at the time of repurchase. The shares will be repurchased and paid in accordance with the rules of Nasdaq Helsinki Ltd and Euroclear Finland Oy. The Board of Directors decides in all other respects on the terms and conditions of the repurchase of own shares.
The authorisation is effective until 30 June 2023, and it cancels the corresponding authorisation given to the Board of Directors by the Annual General Meeting on 29 April 2021.
Minutes of the General Meeting
The minutes of the General Meeting will be available on the company’s website on 25 May 2022, at the latest.
Decisions of the constitutive meeting of the Board of Directors
In its constitutive meeting held after the Annual General Meeting, the Board of Directors elected Juha Karttunen as its Chairman.
The Board of Directors considered all members of the Board of Directors to be independent of the company and of the significant shareholders of the company.
SIEVI CAPITAL PLC
Jussi Majamaa
CEO
FURTHER INFORMATION:
CEO Jussi Majamaa, tel. +358 400 412 127
DISTRIBUTION:
Nasdaq Helsinki Ltd
Major media
www.sievicapital.fi
Sievi Capital is a partner for Finnish entrepreneurs. We support the growth, performance and value creation of small and medium-sized companies and concurrently build national competitiveness. We believe that we succeed together as co-entrepreneurs. Sievi Capital’s share is listed on Nasdaq Helsinki.
