Notice to the Annual General Meeting of Sievi Capital Plc
Sievi Capital PlcStock Exchange Release 5 April
2023 at 9:00 am EEST
Notice to the
Annual General Meeting of Sievi
Capital Plc
Notice is given to the shareholders of Sievi
Capital Plc (“Sievi Capital” or
“Company”) to the Annual General Meeting to be
held on Thursday, 4 May 2023 at 1:00 pm EEST at Hotel Kämp
Symposion meeting venue at the address Kluuvikatu 2, FI-00100
Helsinki, Finland. The reception of attendees who have registered
for the meeting and the distribution of voting tickets will
commence at 12 noon EEST.
Shareholders may also exercise their voting rights
by voting in advance. Shareholders who have registered for the
meeting may also follow the meeting via a live webcast. Further
instructions for shareholders are provided in section C
“Instructions for the participants in the Annual General Meeting”
of this notice.
A. Matters on the Agenda of the
Annual General Meeting
At the Annual General Meeting, the following
matters shall be considered:
1. Opening of the
meeting
2. Calling the meeting to
order
3. Election of persons
to scrutinise the minutes and to supervise the counting of
votes
4. Recording the legality and quorum of the
meeting
5. Recording the attendance at the meeting and adopting
the list of votes
6. Presentation of the
Financial
Statements, the Board of
Directors’
Report, and the
Auditor’s
Report for the year
2022, and
presentation of the
CEO’s
Review
7. Adoption of the
Financial
Statements
8. Resolution on the use of profit shown on the balance
sheet and the payment of dividend
The Board of Directors proposes to the General
Meeting that no dividend be paid for the financial period ended 31
December 2022.
The Company's net profit for the financial period
2022 was negative, so a minority dividend in accordance with the
Finnish Limited Liability Companies Act cannot be demanded.
9. Resolution on the discharge from liability of the
members of the Board of Directors and the CEO
10. Amendment of the
Governing Bodies’ Remuneration
Policy
The Board of Directors proposes to the General
Meeting 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.
The Annual General Meeting of Sievi Capital
resolved on 11 May 2022 to establish a Shareholders’ Nomination
Board, which is responsible for annually preparing proposals
concerning the composition, election and remuneration of the
members of the Board of Directors of the Company to the Annual
General Meeting and, as needed, to an Extraordinary General
Meeting. The Board of Directors notified the Annual General Meeting
held on 11 May 2022 that it will present an updated Remuneration
Policy in this respect to the Annual General Meeting of 2023 for
consideration.
The Board of Directors proposes to the Annual
General Meeting that Article 3 of the Remuneration Policy of Sievi
Capital be 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.”
11. Adoption of
the Governing
Bodies’
Remuneration Report
12. Resolution on the remuneration of the members of the
Board of Directors
The Shareholders’ Nomination Board of Sievi Capital
proposes to the General Meeting 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 the other
members of the Board of Directors each EUR 2,300 per
month. The Nomination Board further proposes that the
travel expenses of the members of the Board of Directors be
compensated in accordance with the Company’s travel policy and that
each of the members of the Board of Directors shall have the right
to abstain from receiving remuneration.
Earnings-related pension insurance contributions
are paid voluntarily for the paid remuneration.
13. Resolution on the number of members of the Board of
Directors
The Shareholders’ Nomination Board of Sievi Capital
proposes to the General Meeting that the number of members of the
Board of Directors shall be five (5).
14. Election of members of the Board of
Directors
The Shareholders’ Nomination Board of Sievi Capital
proposes to the General Meeting that current members of the Board
of Directors Juha Karttunen, Kati Kivimäki, Timo Mänty, Taru
Narvanmaa and Harri Sivula shall be re-elected as members of the
Board of Directors for a term that ends at the closing of the
Annual General Meeting 2024.
According to the Articles of Association of Sievi
Capital, the Board of Directors elects a Chair from among its
members.
CVs, photographs and the evaluation regarding the
independence of the current members of the Board of Directors are
presented on the company’s website at
https://sievicapital.fi/en/sijoittajille/hallinnointi/hallitus/.
15. Resolution on the remuneration of the
auditor
The Board of Directors proposes to the General
Meeting that the remuneration of the auditor shall be paid
according to the auditor’s reasonable invoice approved by the
Company.
16. Election of the auditor
The Board of Directors proposes to the General
Meeting that KPMG Oy Ab, Authorised Public Accountant firm, be
elected 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 term of the auditor ends at the closing of the
Annual General Meeting following the election.
17. Amendment of the Articles of
Association
The Board of Directors proposes to the General
Meeting 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 will change its
name and line of business. The medium-term objective of the Company
is to become an industrial group built around the KH-Koneet Group’s
business and to divest other target companies in line with previous
strategy.
- Article 1 of the
Articles of Association is 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 is 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.”
The Board of Directors further proposes that
Articles 7 and 8 of the Articles of Association be amended 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 is 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 is 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 proposed amendments to Articles 7 and 8 of the
Articles of Association are based on changes made in 2022 to
Finnish Limited Liability Companies Act (624/2006, as amended),
which allow holding the general meeting remotely. The legislative
changes are based on the premise that shareholder rights shall not
be compromised, and that all participating shareholders are able to
fully exercise their shareholder rights, including the right to
present questions and to vote in real time during the general
meeting, irrespective of the chosen general meeting format.
It is proposed that the Articles of Association
remain unchanged in other respects.
18. Authorising the
Board of Directors to decide on the issuance of
shares and special rights entitling to shares
The Board of Directors proposes to the General
Meeting that the General Meeting authorise 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 as follows: The total number of shares to be issued
under the authorisation may be at the most 11,400,000 shares. The
authorisation concerns both the issuance of new shares as well as
the conveyance of shares held by the Company. The authorisation is
proposed to 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, 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 authorisation is proposed to be effective until
30 June 2024, and it will cancel the corresponding authorisation
given to the Board of Directors by the Annual General Meeting on 11
May 2022.
19. Authorising the
Board of Directors to decide on the repurchase of the
company’s own shares
The Board of Directors proposes to the General
Meeting that the General Meeting authorise 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 organized 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 is in all other
respects authorised to decide on the terms and conditions of the
repurchase of own shares.
The authorisation is proposed to be effective until
30 June 2024, and it will cancel the corresponding authorisation
given to the Board of Directors by the Annual General Meeting on 11
May 2022.
20. Closing of the
meeting
B. Documents of the Annual General Meeting
The aforementioned proposals on the agenda of the General
Meeting, this notice, the Company’s Remuneration Policy for
Governing Bodies to be amended, the Governing Bodies’ Remuneration
Report as well as the Annual Report, which includes the Financial
Statements of the Company, the Board of Directors’ Report and the
Auditor’s Report, are available on Sievi Capital’s website at
www.sievicapital.fi/en/annual-general-meetings/agm-2023. The
minutes of the General Meeting will be available on the
aforementioned website on 18 May 2023, at the latest.
C. Instructions for the participants in the Annual
General Meeting
1. Shareholder registered in the
shareholders’
register
Each shareholder who is registered on the record date of the
General Meeting, on 21 April 2023, in the shareholders’ register of
the Company maintained by Euroclear Finland Oy, has the right to
participate in the General Meeting. A shareholder whose shares in
the Company are registered on his/her personal Finnish book-entry
account, is registered in the shareholders’ register of the
Company. The registration to the General Meeting begins on 5 April
2023 at 10:00 am EEST. A shareholder who is registered in the
shareholders’ register of the Company and who wants to participate
in the General Meeting, shall register no later than on 26 April
2023 at 4:00 pm EEST, by which time the registration must be
received. Registration can be done: a) Through the
Company’s website at
www.sievicapital.fi/en/annual-general-meetings/agm-2023 In the
electronic registration, a strong identification of the shareholder
or his/her proxy representative or legal representative is required
with Finnish or Swedish banking codes or a mobile ID.
b) By email or mail to Innovatics Ltd to the
address agm@innovatics.fi or to the address Innovatics Ltd,
AGM/Sievi Capital Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki,
Finland. In connection with the registration, a shareholder shall
notify his/her name, date of birth or business ID, contact
information, the name of assistant or a proxy representative, if
any, date of birth of the proxy representative and other requested
information. The personal data given by the shareholders or the
representatives to Sievi Capital or Innovatics Ltd is used only in
connection with the Annual General Meeting and with the processing
of necessary related registrations. The shareholder, legal
representative or their proxy representative shall, if necessary,
be able to prove their identity and/or right of representation at
the meeting venue. Additional information on registration and
advance voting is available by phone during the registration period
of the General Meeting at Innovatics Ltd’s phone number +358 (0)10
2818 909 from Monday to Friday at 9:00 a.m. to 12 noon and at 1:00
p.m. to 4:00 p.m. EEST.
2. Proxy representative and powers of
attorney
A shareholder may participate in the General Meeting and
exercise his/her rights at the meeting by way of a proxy
representative. The shareholder’s proxy presentative may also vote
in advance as described in this notice. The proxy representative
must identify him/herself to the electronic registration service
and advance voting with strong identification, after which he/she
will be able to register and vote in advance on behalf of the
shareholder he/she represents. The shareholder’s proxy
representative shall produce a dated proxy document or otherwise in
a reliable manner demonstrate his/her right to represent the
shareholder at the General Meeting. The representation right can be
demonstrated by using the suomi.fi authorisation service available
in the electronic registration service. A power of attorney
template and voting instructions will be available on the company’s
website at www.sievicapital.fi/en/annual-general-meetings/agm-2023
on 5 April 2023 at 10:00 am EEST at the latest. If a shareholder
participates in the General Meeting by means of several proxy
representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy
representative represents the shareholder shall be identified in
connection with the registration. Possible proxy documents are
requested to be delivered primarily as an attachment in connection
with the electronic registration, or alternatively by email to
agm@innovatics.fi or by mail to the address Innovatics Oy,
AGM/Sievi Capital Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki,
Finland before the expiry of the registration period. In addition
to providing proxy documents, the shareholder or the proxy
representative must register for the General Meeting as detailed
above in this Notice.
3. Holder of nominee registered share
A holder of nominee registered shares has the right to
participate in the General Meeting by virtue of such shares based
on which he/she on the record date of the General Meeting, i.e., on
21 April 2023, would be entitled to be registered in the
shareholders’ register of the company maintained by Euroclear
Finland Oy. The right to participate in the General Meeting
requires, in addition, that the shareholder on the basis of such
shares has been temporarily registered into the shareholders’
register of the Company maintained by Euroclear Finland Oy at the
latest by 28 April 2023 at 10:00 a.m. EEST. As regards nominee
registered shares, this constitutes due registration for the
General Meeting. Changes in shareholding after the record date of
the General Meeting do not affect the right to participate in the
General Meeting or the number of votes of the shareholder. A holder
of a nominee registered share is advised to request without delay
the necessary instructions regarding the registration in the
temporary shareholders’ register of the company, the issuing of
proxy documents, the registration and participating for the General
Meeting and voting in advance from his/her custodian bank. The
account management organisation of the custodian bank has to
register a holder of a nominee registered share, who wants to
participate in the General Meeting, temporarily into the
shareholders’ register of the Company and if needed to see to the
voting in advance on behalf of a holder of a nominee registered
share before the expiry of the registration period for the holders
of nominee registered shares.
4. Advance voting
A shareholder whose shares are registered on his/her personal
Finnish book-entry account may vote in advance during the period
from 5 April 2023 at 10:00 am EEST until 26 April 2023 at 4:00 pm
EEST on certain matters on the agenda of the General Meeting.
Advance voting can be done in the following ways:
a) Through the Company’s website at
www.sievicapital.fi/en/annual-general-meetings/agm-2023 Logging in
to the service is done in the same way as for registration above in
the Section C.1. c) By email or mail by delivering
the advance voting form available on the Company’s website on 5
April 2023 at 10:00 am EEST at the latest or corresponding
information by email to agm@innovatics.fi or to the address
Innovatics Ltd, AGM/Sievi Capital Plc, Ratamestarinkatu 13 A,
FI-00520 Helsinki, Finland. The advance votes shall be received
before the expiry of the advance voting period. Submitting votes in
such manner before the expiry of registration and advance voting
period constitutes due registration for the General Meeting,
provided that the documents delivered by the shareholder contain
the information required for registration. A shareholder who has
voted in advance can use his/her right to request information under
the Finnish Companies Act or their right to request a vote at the
General Meeting or vote on a possible counterproposal only if the
shareholder participates in the General Meeting in person or by way
of proxy representation at the meeting venue. An agenda item
subject to advance voting is considered to have been presented
unchanged to the General Meeting. The terms and conditions as well
as other instructions related to the electronic advance voting are
available on the company’s website at
www.sievicapital.fi/en/annual-general-meetings/agm-2023.
5. Other instructions/information
The meeting language will be Finnish. Pursuant to Chapter 5,
Section 25 of the Finnish Limited Liability Companies Act, a
shareholder who is present at the General Meeting has the right to
request information with respect to the matters to be considered at
the meeting. The Company will arrange an opportunity for
shareholders who have registered for the meeting to follow the
meeting online via a live webcast. A video link and password to
follow the meeting remotely will be sent via email and text message
to the email address and mobile phone number provided in connection
with the registration. Following the meeting through the remote
access is only possible for shareholders who are shareholders on
the record date of the General Meeting. Detailed instructions on
following the webcast will be available on the Company’s website
http://www.sievicapital.fi/en/annual-general-meetings/agm-2023
before the General Meeting. Shareholders are asked to take into
account that following the meeting via webcast is not considered
participating in the Annual General Meeting, and that it is not
possible for the shareholders to exercise their shareholder rights
in the Annual General Meeting through the webcast. Shareholders
that wish to follow the webcast can exercise their voting rights by
voting on the matter on the agenda in advance in accordance with
the instructions provided above.
On the date of this notice, the total number of shares and votes
in Sievi Capital is 58,078,895.
In Helsinki, on 5 April 2023
SIEVI CAPITAL PLC
Board of Directors
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.
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