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Sitowise Group Plc Notice to convene annual general meeting 15 March 2023  at 8.00am EET

Notice is given to the shareholders of Sitowise Group Plc (the “Company”) to the Annual General Meeting to be held on Tuesday 25 April 2023 at 11:00 a.m. (EEST) at Dipoli, at Otakaari 24, 02150 Espoo, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 10:15 a.m. (EEST).

Shareholders can also exercise their right to vote by voting in advance. The instructions for advance voting are presented in part C of this notice to the Annual General Meeting and on the Company's website.

Prior to the meeting, shareholders may also submit written questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on matters to be discussed at the meeting. Instructions for submitting written questions are presented in part C of this notice to the Annual General Meeting and on the Company's website.

Shareholders have a possibility to follow the Annual General Meeting via webcast. Instructions on how to follow the webcast are available on the Company's website https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2023. It is not possible to ask questions, make counterproposals, give other speeches or vote via webcast, and following the meeting via webcast is not considered participation in the Annual General Meeting or exercise of shareholders' rights.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

At the General Meeting, the following matters will be considered:

1. Opening of the meeting
2. Calling the meeting to order
3. Election of person to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for the financial year 2022

Review by the CEO.

The Company’s financials statements, the report of the Board of Directors and the auditor’s report to be published during the week starting on 27 March 2023 on the Company’s website at https://www.sitowise.com/investors/reports-and-presentations.

7. Adoption of the financial statements 2022

The Board of Directors proposes that the General Meeting adopts the financial statements of the financial period from 1 January 2022 until 31 December 2022 comprising the financial statements of the parent company Sitowise Group Plc and the consolidated financial statements.

8. Resolution on the use of profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes that a dividend of EUR 0.10 per share be paid, which corresponds to approximately 45% pay-out ratio. The dividend will be paid to a shareholder who on the record date for the dividend distribution, 27 April 2023, is registered in the Company's shareholders' register maintained by Euroclear Finland Oy. The Board of Directors proposes that the dividend shall be paid on 5 May 2023.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Adoption of the remuneration report for governing bodies

The Board of Directors proposes that the remuneration report of the Company’s governing bodies for 2022 be approved. The Company’s remuneration report will be published during the week starting on 27 March 2023 on the Company’s website at https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2023.

The Annual General Meeting's resolution on the adoption of the remuneration report is advisory.

11. Adoption of the remuneration policy of governing bodies

The Board of Directors proposes that the updated remuneration policy of the Company’s governing bodies be approved. The remuneration policy of governing bodies will be published during the week starting on 27 March 2023 by a stock exchange release and on the Company’s website at https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2023.

The Annual General Meeting's resolution on the adoption of the remuneration policy is advisory.

12. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting on recommendation of the Nomination Committee of the Board of Directors that the Board of Directors and its audit, personnel and acquisition committees will be paid for a term which ends at the closing of the next Annual General Meeting, the following remuneration:

  • the fee for the chairman of the Board of Directors would be EUR 4,750 per month;
  • the fee for other board members would be EUR 2,250 per month;
  • the meeting fee for the chairman of the Board of Directors and chairs of the board committees would be EUR 1,000 per meeting; and
  • the meeting fee for other members of the Board of Directors and the other board committee members would be EUR 400 per meeting.

The above-mentioned proposed fees are corresponding to the fees which have been paid during the term that will be ending.

The Board of Directors further proposes that the travel expenses of the board members are compensated in accordance with the Company’s travel policy.

13. Resolution on the number of members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting on recommendation of the Nomination Committee of the Board of Directors that the number of the members of the Board of Directors shall be eight (8).

14. Election of the members of the Board of Directors 

The Board of Directors proposes to the Annual General Meeting on the recommendation of the Nomination Committee of the Board of Directors that the current members of the Board of Directors, Eero Heliövaara, Taina Kyllönen, Mirel Leino-Haltia, Elina Piispanen, Petri Rignell and Tomi Terho be re-elected, and that Niklas Sörensen and Mats Åström be elected as new members to the Board of Directors. Leif Gustafsson, current member of the Board of Directors, has announced that he is no longer available for re-election.

The shareholders take a position on the compilation of the Board of Directors as a whole. In preparing its proposals the Board’s Nomination Committee has taken into consideration that the compilation of the Board of Directors as a whole is according to the Company’s needs and meets the requirements of the Finnish Corporate Governance Code for listed companies.

More information on the candidates and their independence are presented, in respect to current members of the Board of Directors on the Company’s website at https://www.sitowise.com/investors/governance/board-directors and in respect to new candidates on the website at https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2023.

The term of office of the members of the Board of Directors expires at the end of the next Annual General Meeting.

15. Resolution on the remuneration of the auditor

The Board of Directors proposes on recommendation of the Audit Committee of the Board of Directors that the remuneration of the auditor be paid against a reasonable invoice.

16. Election of auditor

The Board of Directors proposes on recommendation of the Audit Committee of the Board of Directors that KPMG Oy Ab, Authorized Public Accountants, be re-elected as the auditor of the Company for a term of office lasting until the end of the next Annual General Meeting.

KPMG Oy Ab has informed that Kim Järvi, authorized public accountant, would act as the auditor with principal responsibility, if KPMG Oy Ab is elected as the Company's auditor.

17. Amendment of the Articles of Association

The Board of Directors proposes to the Annual General Meeting that the Articles of Association of the Company be amended so that organizing the General Meeting is made possible without a meeting venue, i.e., as a so-called remote meeting. The proposal is based on the legislative changes to Chapter 5 of the Finnish Companies Act, which include the possibility to arrange remote General Meetings. According to the Finnish Companies Act, in a remote meeting, shareholders fully use their decision-making power in real time using a telecommunications connection and technical instruments during the meeting.

The Board of Directors also proposes to the Annual General Meeting that the Articles of Association of the Company be amended so that, in addition to the Company’s domicile Espoo, the General Meeting can be held in Helsinki and Vantaa.

In accordance with the proposal of the Board of Directors, after the amendments, the Section 9 of the Company’s Articles of Association would read as follows (changes in bold):

“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.”

18. Establishment of Shareholders’ Nomination Board and remuneration

The Board of Directors proposes that the Annual General Meeting resolves 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 Board of Directors further proposes to the Annual General Meeting 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 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.

The Board of Directors further proposes that the General Meeting confirms the rules of procedure of the Shareholders’ Nomination Board that will be published during the week starting on 27 March 2023 on the Company’s website at https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2023.

19. Authorising the Board of Directors to decide on the repurchase of Company's own shares

The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized 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.

20. 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 Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized 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).

This authorization cancels all previous authorizations given by the General Meeting to decide on the issuance of shares and 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 2024.

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.

21. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The proposals for the resolutions on the matters on the agenda of the General Meeting and this notice are available on the Company’s website at https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2023. The annual report and sustainability report of Sitowise Group Plc including the Company’s financial statements, the report of the Board of Directors and the auditor’s report, as well as the remuneration report and the updated remuneration policy are available on the above-mentioned Company’s website during the week starting on 27 March 2023. The proposals for resolutions and the other above-mentioned documents are also available at the meeting.

The minutes of the General Meeting will be available on the Company’s website by no later than 9 May 2023.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on the record date on the General Meeting on 13 April 2023 in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account, is registered in the shareholders’ register of the Company.

The registration period for the General Meeting commences on 16 March 2023. A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting, shall register for the meeting no later than 20 April 2023 at 10:00 a.m. (EEST) by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date. Shareholder can register for the General Meeting in the following manners:

In connection with the registration, a shareholder shall notify their name, date of birth or business ID, and contact details as well as the name of a possible assistant or proxy representative and the date of birth of a proxy representative. The personal data given to Sitowise Group Plc and its partners is used only in connection with the General Meeting and with the processing of related registrations.

Shareholder, their authorized representative or proxy representative shall, where necessary, be able to prove their identity and/or right of representation at the place of the meeting.

Further information on these matters may also be inquired, during the registration period of the Company’s Annual General Meeting, from Innovatics Oy by phone +358 (0)10 2818 909 on weekdays at 9:00 a.m. – 12:00 p.m. (noon) and at 1:00 – 4:00 p.m. (EET/EEST).

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which they on the record date of the General Meeting, i.e., on 13 April 2023, would be entitled to be registered in the shareholders’ register of the company held 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 registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 20 April 2023 by 10 a.m. (EEST). As regards to nominee registered shares this constitutes due registration for the General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholder’s register of the Company, the issuing of proxy documents and giving of voting directions, registration for and attending the General Meeting and the voting in advance from their custodian bank. The account management organization of the custodian bank has to temporarily register a holder of nominee registered shares, who wants to participate in the General Meeting, into the shareholders’ register of the Company at the latest by the time stated above and, if necessary, take care of advance voting on behalf of the nominee registered shareholder before the expiry of the registration period for nominee registered shareholders.

Further information on these matters can also be found on the Company’s website https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2023.

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. The proxy representative may also vote in advance at will as described in this notice. A proxy representative shall personally identify themselves in the electronic registration service and the advance voting service by using strong electronic authentication, after which they may register and vote in advance on behalf of the shareholder represented.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. The proxy representative may demonstrate their right to representation by using the suomi.fi e-authorizations service usable in the registration service.

When 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 for the General Meeting.

Possible proxy documents should be delivered primarily as an appendix alongside with the online registration, or alternatively to Innovatics Oy to agm@innovatics.fi before the last date for registration. In addition to the delivery of the proxy documents the shareholder or the proxy representative shall register for the General Meeting as described in this notice.

4. Advance voting

A shareholder, who has a Finnish book-entry account, may vote in advance on certain items of the agenda of the General Meeting during the period 16 March 2023 at 10:00 a.m. (EET) – 20 April 2023 at 10:00 a.m. (EEST) in the following manners:

  1. on the Company’s website at https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2023. Voting in advance requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate;
  2. by e-mail to Innovatics Oy by sending the advance voting form available on the Company’s website at https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2023 or corresponding information to agm@innovatics.fi;

The advance votes must be received by the Company by the end of the advance voting period. If a shareholder participates in the General Meeting by delivering votes in advance to Innovatics Oy, the delivery of the votes shall constitute due registration for the General Meeting, provided that the above-mentioned necessary information for registration is provided.

Unless a shareholder voting in advance will be present in the meeting in person or by way of proxy representation, they will not be able to use their right according to the Companies Act to request information during the meeting or a vote.

Advance voting of the holders of nominee registered shares shall be conducted by the custodian bank. The custodian bank representing a holder of nominee registered shares may vote in advance on behalf of the holder of nominee registered shares, in accordance with the voting directions given by them to the custodian bank, during the registration period of the nominee registered shares.

Proposal for resolution subject to the advance voting shall be deemed to have been presented unchanged in the General Meeting. The conditions and instructions relating to the electronic advance voting can be found on the Company’s website https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2023.

5. Other instructions/information

The language of the meeting will be Finnish. It is possible for the shareholders to follow the General Meeting via a webcast. Instructions on how to follow the webcast are available on the Company's website https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2023. Following the General Meeting via the webcast shall not be considered as participation in the General Meeting or as the exercise of shareholders' rights.

Pursuant to Chapter 5, Section 25 of the Finnish 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.

A shareholder can ask questions referred to in chapter 5, section 25 of the Companies Act about the matters to be discussed at the meeting until 18 April 2023 also by sending e-mail to agm@sitowise.com. The Company's management will answer the advance questions presented in writing at the General Meeting. When asking the question, the shareholder must present a sufficient explanation of their share ownership.

Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

Coffee will be served at the meeting venue before the start of the meeting.

On the date of this notice of the General Meeting, the total number of shares in Sitowise Group Plc is 35,665,927 shares, which represent the same amount of votes in total. On the date of this notice, the Company has a total of 119,399 own shares, which cannot exercise voting power at the Annual General Meeting.

In Espoo, 15 March 2023

Sitowise Group Plc

Board of Directors

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.