Decisions of the Annual General Meeting and Board of Directors of Sitowise Group Plc
General meeting - 20.4.2022 at 19.40 UTC+2
Sitowise Group Plc Stock Exchange Release 20 April 2022 at 7:40 PM (EEST)
Decisions of the Annual General Meeting and Board of Directors of Sitowise Group Plc
Sitowise Group Plc’s (the “Company”) Annual General Meeting of shareholders was held on 20 April 2022 at 4:30 PM EEST at the Company’s headquarters in Espoo, Finland. The Company’s shareholders and their representatives could participate in the meeting and exercise shareholder rights only through advance voting as well as by making counterproposals and presenting questions in advance. At the meeting, there were 26 shareholders present representing 15,741,645 shares and votes.
The Annual General Meeting adopted the financial statements for the accounting period from 1 January until 31 December 2021 and discharged the persons who have acted as members of the Board of Directors and as CEO during the financial year from liability. The Annual General Meeting resolved of distribution of dividend as proposed by the Board of Directors, and approved the remuneration policy for governing bodies. The Annual General Meeting resolved that the composition and remuneration of the Board of Directors remain the same, and the auditor was re-elected. The authorization to the Board of Directors to repurchase Company’s own shares, and to issue shares and special rights entitling to shares was renewed.
The minutes of the meeting are available on the Company’s website as from 4 May 2022 at the latest.
Distribution of dividend
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, that a dividend of EUR 0.10 per share will be distributed. The dividend is paid to shareholders who on the dividend record date 22 April 2022 are registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd. The dividend is paid on 29 April 2022.
Composition of the Board of Directors
The Annual General Meeting decided that the number of members of the Board of Directors shall be seven (7). For a term of office expiring at the end of the next Annual General Meeting, the Annual General Meeting re-elected Leif Gustafsson, Eero Heliövaara, Taina Kyllönen, Mirel Leino-Haltia, Elina Piispanen, Petri Rignell ja Tomi Terho as the members of the Board of Directors.
Remuneration of the Board of Directors
The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, that the members of the Board of Directors will be paid the following remuneration which is corresponding to the fees which have been paid during the terminating term:
• the fee for the chairman of the Board of Directors EUR 4,750 per month;
• the fee for other board members EUR 2,250 per month;
• the meeting fee for the chairman of the Board of Directors and chairs of the board committees EUR 1,000 per meeting;
• the meeting fee for other members of the Board of Directors and the other board committee members EUR 400 per meeting, with the exception that the nomination committee members are each paid a meeting fee of EUR 1,000 per meeting.
The travel expenses of the board members are compensated in accordance with the Company’s travel rule.
Election and remuneration of the auditor
KPMG Oy Ab, Authorized Public Accountants, was re-elected as the auditor of the Company. KPMG Oy Ab has informed that Turo Koila, authorized public accountant, will act as the auditor with principal responsibility. It was decided that the remuneration to the auditor shall be paid against a reasonable invoice.
Repurchase of the Company’s own shares
The Annual General Meeting authorized the Board of Directors to decide on the repurchase of the Company’s own shares as follows:
The number of own shares to be repurchased based on the authorization shall not exceed 3,500,000 shares in total, which corresponds to approximately 9.8 per cent of all of the shares in the Company. However, the Company together with its subsidiaries cannot at any moment own more than 10 per cent of all the shares in the Company.
Own shares can be repurchased only using the unrestricted equity of the Company at a price formed in public trading on the date of the repurchase or otherwise at a price determined by the markets.
The Board of Directors decides on all other matters related to the repurchase of own shares and, inter alia, derivatives can be used to the repurchase. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
The authorization is effective until the beginning of the next Annual General Meeting, however, no longer than until 30 June 2023.
Issuance of shares and of special rights entitling to shares
The Annual General Meeting authorized the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares referred to in chapter 10 section 1 of the Finnish Companies Act as follows:
The number of shares to be issued based on the authorization shall not exceed 3,500,000 shares, which corresponds to approximately 9.8 per cent of all of the shares in the Company. The authorization covers both the issuance of new shares as well as the transfer of treasury shares held by the Company.
The Board of Directors decides on all other conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
This authorization cancels all previous authorizations given by the General Meeting to decide on the issuance of shares as well as on the issuance of special rights entitling to shares. The authorization is effective until the beginning of the next Annual General Meeting, however, no longer than until 30 June 2023.
The authorization may be used, among other things, to finance and carry out acquisitions or other corporate transactions, to engagement, in incentive systems, in order to develop the Company’s capital structure, to broaden the Company’s ownership base, and for other purposes as determined by the Company’s Board of Directors.
Constitutive meeting of the Board of Directors
In the constitutive meeting of the Board of Directors of Sitowise Group Plc held after the Annual General Meeting, the Board of Directors elected Eero Heliövaara as its Chair and Tomi Terho as its Vice Chair.
In addition, the Board of Directors appointed members to its committees. Eero Heliövaara was appointed as the Chair of the Nomination Committee and Petri Rignell and Tomi Terho as the members of the Nomination Committee. Mirel Leino-Haltia was elected as the Chair and Taina Kyllönen and Tomi Terho as the members of the Audit Committee. Eero Heliövaara was appointed as the Chair and Leif Gustafsson and Elina Piispanen as the members of the Personnel Committee. Tomi Terho was elected the Chair and Eero Heliövaara, Leif Gustafsson, and Petri Rignell were elected as the members of the Acquisitions Committee.
The Board of Directors has assessed that, with the exception of Tomi Terho, the members of the Board are independent of the company and its significant shareholders. Terho is Intera Partners Oy’s partner.
In Espoo, 20 April 2022
Sitowise Group Plc
Board of Directors
More information:
Heidi Karlsson, CFO, heidi.karlsson@sitowise.com, tel. +358 40 759 3320
Distribution:
Nasdaq Helsinki
Major media
About Sitowise
Sitowise is a Nordic specialist and digital expert in the built environment. We offer design and consulting services for smarter and more sustainable urban development as well as smooth transportation. We operate in three business areas in Finland and Sweden: real estate and buildings, infrastructure, and digital solutions.
We want to raise the bar of being smart and sustainable, which is why our vision is to be the most responsible partner in developing a prosperous living environment. Sitowise has grown rapidly and profitably in the past years. The group’s net sales were EUR 179 million in 2021 and the company employs over 2,000 experts. Sitowise Group Plc is listed on Nasdaq Helsinki as SITOWS.