Decisions of Sievi Capital’s Annual General Meeting and the
constitutive meeting of the Board of Directors
Sievi Capital PlcStock 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 NikulainenCEO
FURTHER INFORMATION:CEO Ville Nikulainen, tel. +358
400 459 343
DISTRIBUTION:Nasdaq Helsinki LtdMajor
mediawww.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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