Notice to the Annual General Meeting of Sitowise Group Plc

Sitowise Group Plc     Notice to general meeting   27 February 2024  at 8.45 am EET

Notice is given to the shareholders of Sitowise Group Plc (the “Company”) to the Annual General Meeting to be held on Thursday 4 April 2024 at 10:00 a.m. (EEST) at Säterinportti auditorium at Linnoitustie 6 B, 02600 Espoo, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:15 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 Limited Liability Companies Act about the 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.

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 2023

Review by the CEO.

The Company’s financial statements, the report of the Board of Directors and the auditor’s report to be published during week 11 on the Company’s website at www.sitowise.com/investors/reports-and-presentations.

7. Adoption of the financial statements 2023

The Board of Directors proposes that the General Meeting adopts the financial statements of the financial year from 1 January 2023 until 31 December 2023 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 no dividend be paid based on the balance sheet to be adopted for the financial year 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 2023 be approved. The Company’s remuneration report will be published during week 11 on the Company’s website at https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2024.

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

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

The Shareholders’ Nomination Board has proposed to the Annual General Meeting 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 Nomination Board further proposes that the travel expenses of the board members are compensated in accordance with the Company’s travel policy.

The Shareholders’ Nomination Board further proposes that no remuneration shall be paid for the Nomination Board members for the term commencing in September 2024.

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

The Shareholders’ Nomination Board has proposed to the Annual General Meeting that the number of the members of the Board of Directors shall be seven (7).

13. Election of the members of the Board of Directors 

The Shareholders’ Nomination Board has proposed to the Annual General Meeting that the current members of the Board of Directors, Eero Heliövaara, Mirel Leino-Haltia, Elina Piispanen, Tomi Terho, Niklas Sörensen and Mats Åström be re-elected, and that Anni Ronkainen be elected as a new member to the Board of Directors. Taina Kyllönen and Petri Rignell, current members of the Board of Directors, have announced that they are no longer available for re-election.

With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the composition of the Board of Directors as a whole. In preparing its proposals the Shareholders’ Nomination Board 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 www.sitowise.com/investors/governance/board-directors and in respect to new candidate on the website at https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2024.

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

14. 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.

15. 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.

The Company shall also prepare its first statutory sustainability report for the financial year 2024. If KPMG Oy Ab will be elected as the auditor of the Company, it will also carry out the assurance of the Company’s sustainability reporting for the financial year 2024 in accordance with the transitional provision of the act changing the Limited Liability Companies Act (1252/2023), and will be paid for this task against a reasonable invoice.

16. 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 2025.

17. 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 2025.

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.

18. 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-2024. The annual report and sustainability report of Sitowise Group Plc, the Company’s financial statements, the report of the Board of Directors and the auditor’s report, as well as the remuneration report are available on the above-mentioned Company’s website during week 11. 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 18 April 2024.

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 of the General Meeting on 21 March 2024 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 28 February 2024. 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 26 March 2024 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:

1. on the Company’s website at https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2024. Online registration requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish, Swedish or Danish bank ID or mobile certificate;
2. by e-mail to Innovatics Oy by sending the registration form available on the Company’s website at https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2024 or corresponding information to agm@innovatics.fi;
3. by telephone on +358 (0)10 2818 909 (weekdays from 09:00 to 12:00 and from 13:00 to 16:00) for shareholders who do not wish to exercise their voting rights in advance;
4. by mail Innovatics Oy by sending the registration form and possible advance voting form is available on the Company’s website at https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2024 or corresponding information to Innovatics Oy, General Meeting / Sitowise Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki.  

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 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, of 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.

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 21 March 2024, 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 temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by 28 March 2024 by 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 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-2024.

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.

Model proxy documents and voting instructions are available on the company's website https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2024. 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 28 February 2024 at 10:00 a.m. (EET) – 26 March 2024 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-2024 Voting in advance requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish, Swedish or Danish 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-2024 or corresponding information to agm@innovatics.fi;
3. by mail Innovatics Oy by sending the advance voting form is available on the Company’s website at https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2024 or corresponding information to Innovatics Oy, General Meeting / Sitowise Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki.

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 may 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-2024.

5. Other instructions/information

The language of the meeting will be Finnish.

Pursuant to Chapter 5, Section 25 of the 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 26 March 2024 also by 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 35 845 665 shares, which represent the same number of votes in total. On the date of this notice, the Company does not hold any own shares.

In Espoo, 27 February 2024

Sitowise Group Plc

THE BOARD OF DIRCTORS

Distribution:
Nasdaq Helsinki Ltd
Key media
www.sitowise.com

SITOWISE IN BRIEF:

Sitowise is a Nordic expert in the built environment with strong focus on digitality. We provide design and consulting knowhow 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  211 million in 2023 and the company employs more than 2,100 experts. Sitowise Group Plc is listed on Nasdaq Helsinki under the trading symbol SITOWS.