Decisions of Sievi Capital’s Annual General Meeting and the constitutive meeting of the Board of Directors

Sievi Capital Plc
Stock Exchange Release 4 May 2023 at 3.55 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 4 May 2023 at Hotel Kämp Symposion meeting venue at the address Kluuvikatu 2, 00100 Helsinki, Finland. The Annual General Meeting supported all the proposals included in the notice of the Annual General Meeting. The General Meeting adopted the financial statements for the financial period 2022, discharged the members of the Board of Directors and CEO from liability for the financial period 2022, and adopted, through an advisory decision, the company’s Governing Bodies’ Remuneration Report for the year 2022.

Amendment of the Governing Bodies’ Remuneration Policy

As proposed by the Board of Directors, the General Meeting decided that the process for preparing the proposal on the remuneration of the members of the Board of Directors defined in Sievi Capital’s Remuneration Policy be amended so that the Shareholders’ Nomination Board prepares the proposal concerning the remuneration of the members of the Board of Directors.

Article 3 of the Remuneration Policy of Sievi Capital was amended to read as follows:

“3. Description of the Board of Directors’ remuneration

Remuneration of the members of the Board of Directors is decided by Sievi Capital’s Annual General Meeting. The remuneration proposal to the Annual General Meeting is made by the Shareholders’ Nomination Board.”

Payment of dividend

As proposed by the Board of Directors, the General Meeting decided that no dividend be distributed for the financial period ended on 31 December 2022.

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, Timo Mänty, Taru Narvanmaa and Harri Sivula were re-elected to the Board of Directors until the closing of the Annual General Meeting of 2024.

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.

Amendment of the Articles of Association

As proposed by the Board of Directors, the General Meeting decided that Articles 1 and 2 of the Articles of Association of the company be amended to take into account the change in strategy published by the company on 15 December 2022, which will transform the company from a private equity investment company into a conglomerate and in connection to which the company changes its name and line of business.

Article 1 of the Articles of Association was amended to read as follows:

“Article 1 Company’s name and domicile

The company’s name is KH Group Oyj in Finnish and KH Group Plc in English.

The company’s domicile is Sievi.”

Article 2 of the Articles of Association was amended to read as follows:

“Article 2 Company’s line of business

The company’s line of business is industrial activities and related services, as well as the supervision and management of the activities of the company's subsidiaries. The company may act as the parent company of the Group as well as own and manage securities, shares and real property as investments and trade in them.”

As proposed by the Board of Directors, the General Meeting furthermore decided to amend Articles 7 and 8 of the Articles of Association to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting in lieu of holding a meeting at the Company’s domicile, Helsinki, Vantaa or Oulu.

Article 7 of the Articles of Association was amended to read as follows:

“Article 7 Notice of the General Meeting and participation in the General Meeting

The notice of the General Meeting must be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, and no later than nine (9) days prior to the record date of the General Meeting referred to in the Finnish Limited Liability Companies Act. The notice is delivered to the shareholders by publishing it on the company’s website or in a newspaper designated by the Board of Directors or by sending it by mail to the addresses recorded in the company’s shareholder register.

To participate in the General Meeting, shareholders must register with the company no later than on the date specified in the notice of the meeting, which may not be earlier than ten (10) days before the meeting. The General Meeting shall be held in the company’s domicile, Helsinki, Vantaa or Oulu. In addition, the Board of Directors may decide on organising the General Meeting without a meeting venue whereby the shareholders have the right to exercise their power of decision in full in real time during the meeting using telecommunication connection and technical means.”

Article 8 of the Articles of Association was amended to read as follows:

“Article 8 Annual General Meeting

The Annual General Meeting must be held annually on a date determined by the Board of Directors that is within six (6) months of the end of the financial period.

The meeting must decide on the following:

(1) the adoption of financial statements, including the adoption of the consolidated financial statements;

(2) the use of the profit shown on the balance sheet;

(3) the discharge of the members of the Board of Directors and the CEO from liability;

(4) the election of the members of the Board of Directors and, if necessary, the auditor and the deputy auditor;

(5) the remuneration of the members of the Board of Directors and auditors; and

(6) other matters mentioned in the notice of the meeting.”

The Articles of Association remain unchanged in other respects.

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 2024, and it cancels the corresponding authorisation given to the Board of Directors by the Annual General Meeting on 11 May 2022.

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 2024, and it cancels the corresponding authorisation given to the Board of Directors by the Annual General Meeting on 11 May 2022.

Minutes of the General Meeting

The minutes of the General Meeting will be available on the company’s website on 18 May 2023, 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

Ville Nikulainen
CEO

FURTHER INFORMATION:
CEO Ville Nikulainen, tel. +358 400 459 343

DISTRIBUTION:
Nasdaq Helsinki Ltd
Major media
www.sievicapital.fi

Sievi Capital is a partner for Finnish entrepreneurs. We are on a transformation journey from a private equity investment company into a conglomerate. Our medium-term objective is to become an industrial group built around the business of our target company KH-Koneet Group. Sievi Capital’s share is listed on Nasdaq Helsinki.