Decisions of the Annual General Meeting of Sitowise Group Plc
General meeting - 25.4.2023 at 12.45 UTC+2
Sitowise Group Plc Decisions of annual general meeting 25 April 2023 at 12.45 pm EEST
The Annual General Meeting (AGM) of Sitowise Group Plc was held on 25 April 2023 in Espoo.
The AGM approved the company’s annual accounts and consolidated annual accounts for the financial year 2022, discharged the members of the Board of Directors and the persons who have acted as CEO of the company from liability and resolved to approve the remuneration report for governing bodies and the updated remuneration policy for governing bodies. In addition, the AGM adopted the following resolutions:
Use of the result shown on the balance sheet and distribution of dividend
In accordance with the proposal of the Board of Directors, the AGM resolved that a dividend of EUR 0.10 per share be paid from the Company's distributable funds. The dividend is paid to shareholders who on the dividend record date 27 April 2023 are registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd. The dividend is paid on 5 May 2023.
Remuneration of the Board of Directors
In accordance with the recommendation of the Nomination Committee of the Board of Directors, the AGM resolved that the following remuneration shall be paid to the members of the Board of Directors:
- the chairman of the Board of Directors EUR 4,750 per month;
- 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; and
- the meeting fee for other members of the Board of Directors and the other board committee members EUR 400 per meeting.
The above-mentioned proposed fees are corresponding to the fees which have been paid during the term that ended.
In addition, the travel expenses of the board members are compensated in accordance with the Company’s travel policy.
Composition of the Board of Directors
In accordance with the recommendation of the Nomination Committee of the Board of Directors, the AGM resolved that the Board of Directors be composed of eight (8) members. Eero Heliövaara, Taina Kyllönen, Mirel Leino-Haltia, Elina Piispanen, Petri Rignell and Tomi Terho were re-elected to the Board of Directors and Niklas Sörensen and Mats Åström were elected as new members to the Board of Directors. The term of office of the Board of Directors expires at the end of the next Annual General Meeting.
Election of the auditors and their remuneration
In accordance with the Audit Committee’s recommendation, the AGM resolved that KPMG Oy Ab, a firm of authorised public accountants, be re-elected as the auditor of the company for the term of office ending at the end of the next Annual General Meeting. It was recorded that KPMG Oy Ab has informed that Kim Järvi, APA, would be acting as principal auditor. The remuneration for the auditor is paid according to the auditor’s reasonable invoice.
Amendment of the Articles of Association
In accordance with the proposals of the Board of Directors, the AGM decided that 9 § of the Articles of Association be amended to enable convening a General Meeting without a meeting venue, i.e., as a so-called remote meeting, and to enable holding the General Meeting in Helsinki and Vantaa in addition to the Company’s domicile Espoo. In its amended form, said provision of the Articles of Association reads as follows:
“9 § The shareholders exercise their power of decision in the company’s affairs at the General Meeting.
The Annual General Meeting of shareholders shall be held annually within six (6) months of the expiration of the financial year. An Extraordinary General Meeting of shareholders shall be held when the Board of Directors considers it necessary or when the law so requires.
The Board of Directors convenes the General Meeting and decides on the date and place of the Meeting. In addition to the domicile of the company, the General Meeting may be held in Helsinki and Vantaa. The notice of the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later three (3) weeks prior to of the Meeting, however, no later than nine (9) days before the record date of the General Meeting. The notice shall be delivered to the shareholders by means of a notice published on the company’s website or at least in one national daily newspaper designated by the Board of Directors.
The Board of Directors may decide that a General Meeting is arranged without a meeting venue in a manner whereby shareholders exercise their decision-making power in full and in real time during the meeting using telecommunication connection and technical tools (remote meeting).
To be entitled to attend the General Meeting, a shareholder must register with the company no later than on the date specified in the notice of the General Meeting, which date may not be earlier than ten (10) days prior to the General Meeting.”
Establishment of Shareholders’ Nomination Board and remuneration
In accordance with the proposal of the Board of Directors, the AGM resolved to establish Shareholders’ Nomination Board to prepare proposals on the composition and remuneration of the Board of Directors to the Annual General Meeting as follows:
The Shareholders’ Nomination Board consists of a representative of each of the three (3) largest shareholders and the Chairman of the Board of Directors who serves as an expert member of the Shareholders’ Nomination Board.
The right to nominate members representing shareholders belongs to the three shareholders who hold the largest share of all the votes in the Company on the first weekday in September preceding the Annual General Meeting. If a shareholder does not wish to use its nomination right, the right will be transferred to the next largest shareholder. The largest shareholders are determined based on their shareholdings in the Company’s shareholder register. However, holders of nominee-registered shares and shareholders whose holdings should, according to shareholding disclosure rules, be added together are also taken into account in the appointment process.
The Shareholders’ Nomination Board shall be convened by the Chairman of the Board of Directors, and the Nomination Board shall elect a chairman from among its members. The Shareholders’ Nomination Board shall give its proposal to the Board of Directors of the Company at the latest on 1 February preceding the Annual General Meeting.
In accordance with the proposal of the Board of Directors, the AGM further resolved that the Nomination Board will be paid for a term which ends at the closing of the Annual General Meeting 2024, the following remuneration:
- the meeting fee of EUR 1,000 per meeting for the chairman of the Nomination Board
- the meeting fee of EUR 400 per meeting for other members of the Nomination Board, including the chairman of the Board of Directors.
The AGM also confirmed the rules of procedure of the Shareholders’ Nomination Board that are available on the Company’s website at https://www.sitowise.com/investors/governance/ .
Authorising the Board of Directors to decide on the repurchase of Company's own shares
The AGM authorised 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 this authorization shall not exceed 3,500,000 shares in total, which corresponds to approximately 9.8 per cent of all 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 formed on the market.
The Board of Directors decides on all other matters related to the repurchase of own shares, and among other things derivates can be used in 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 2024.
Authorising the Board of Directors to decide on the issuance of shares and the issuance of options and other special rights entitling to shares
The AGM authorised 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 Companies Act as follows:
The number of shares to be issued based on this authorization shall not exceed 3,500,000 shares, which corresponds to approximately 9.8 per cent of all 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).
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.
The authorization is effective effective until the beginning of the next Annual General Meeting, however, no longer than until 30 June 2024, and it cancels all previous authorizations given by the General Meeting to decide on the issuance of shares and special rights entitling to shares.
The minutes of the General Meeting
The minutes of the General Meeting will be available on the Company’s website https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2023 by no later than 9 May 2023.
Espoo, 25 April 2023
Sitowise Group Plc
Board of Directors
Further information:
Hanna Masala, CFO, hanna.masala@sitowise.com, tel. +358 40 558 1323
Distribution:
Nasdaq Helsinki Ltd
Major media
www.sitowise.com
About Sitowise
Sitowise is a Nordic expert in the built environment and digital solutions. We provide design and consulting services to enable more sustainable and smarter urban development as well as smooth transportation. Sitowise offers services related to real estate and buildings, infrastructure, and digital solutions both in Finland and in Sweden. Global megatrends drive huge changes that require a re-evaluation of the smartness in the built environment – therefore we have set our vision to be Redefining Smartness in Cities. The Group’s net sales were EUR 204 million in 2022, and the company employs more than 2,200 experts. Sitowise Group Plc is listed on the main list of Nasdaq Helsinki as SITOWS.