Notice to the Annual General Meeting of KH Group Plc
KH Group Plc
Stock Exchange Release 12 April at 3:30 pm EEST
Notice to the Annual General Meeting of
KH Group Plc
Notice is given to the shareholders of KH Group
Plc (“KH Group” or the “Company”)
to the Annual General Meeting to be held on Tuesday, 7 May 2024 at
1:00 p.m. EEST at KH Group’s headquarters at the address
Kuninkaalantie 19, FI-01300 Vantaa, Finland. The reception of
attendees who have registered for the meeting and the distribution
of voting tickets will commence at 12 noon EEST.
Shareholders may also exercise their voting
rights by voting in advance. Shareholders who have registered for
the meeting may also follow the meeting via a live webcast. Further
instructions for shareholders are provided in section C
“Instructions for the participants in the Annual General Meeting”
of this notice.
- Matters
on the Agenda of the Annual General Meeting
At the Annual General Meeting, the following
matters shall be considered:
- Opening
of the meeting
- Calling
the meeting to order
- Election
of persons to scrutinise the minutes and to supervise the counting
of votes
-
Recording the legality and quorum of the
meeting
-
Recording the attendance at the meeting and adopting the
list of votes
-
Presentation of the Financial Statements, the Board of
Directors’ Report, and the Auditor’s Report for the year 2023, and
presentation of the CEO’s Review
- Adoption
of the Financial Statements
-
Resolution on the use of profit shown on the balance sheet
and the payment of dividend
The Board of Directors proposes to the General
Meeting that no dividend be paid for the financial period ended
31 December 2023.
9. Resolution on the discharge from liability of the
members of the Board of Directors and the CEO
10. Adoption of the Governing Bodies’ Remuneration
Report
11. Resolution on the remuneration of the members of the
Board of Directors
The Shareholders’ Nomination Board of KH Group
proposes to the General Meeting 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 the
other members of the Board of Directors each EUR 2,300 per
month. The Nomination Board further proposes that the travel
expenses of the members of the Board of Directors be compensated in
accordance with the Company’s travel policy and that each of the
members of the Board of Directors shall have the right to abstain
from receiving remuneration.
Earnings-related pension insurance contributions
are paid voluntarily for the paid remuneration.
12. Resolution on the number of members of the Board of
Directors
The Shareholders’ Nomination Board of KH Group
proposes to the General Meeting that the number of members of the
Board of Directors shall be five (5).
13. Election of members of the Board of
Directors
The Shareholders’ Nomination Board of KH Group
proposes to the General Meeting that current members of the Board
of Directors Juha Karttunen, Kati Kivimäki, Timo Mänty and Taru
Narvanmaa shall be re-elected as members of the Board of Directors
and that Jon Unnérus shall be elected as a new member of the Board
of Directors, for a term ending at the closing of the 2025 Annual
General Meeting. Of the current members, Harri Sivula has indicated
that he is not available for re-election.
According to the Articles of Association of KH
Group, the Board of Directors elects a Chair from among its
members.
CVs, photographs and the evaluation regarding
the independence of the proposed members of the Board of Directors
are presented on the Company’s website at
https://khgroup.com/en/investors/corporate-governance/general-meetings/annual-general-meeting-2024/
14. Resolution on the remuneration of the
auditor
The Board of Directors proposes to the General
Meeting that the remuneration of the auditor shall be paid
according to the auditor’s reasonable invoice approved by the
Company, and the compensation also applies to the auditor’s fee
related to verifying the Company’s sustainability report.
15. Election of the auditor
The Board of Directors proposes to the General
Meeting that Ernst & Young Oy, Authorised Public Accountant
firm, be elected as the Company’s auditor. Ernst & Young Oy has
notified that Timo Eerola, APA, will act as the principally
responsible auditor for the Company.
In accordance with the transitional provisions
of the law amending the Finnish Companies Act (1252/2023), the
Board of Directors proposes to the General Meeting that the
Company’s auditor be also confirmed as the sustainability reporting
assurance provider for the verification of the sustainability
report for the financial year 2024.
The term of the auditor ends at the closing of
the Annual General Meeting following the election.
16. Authorising the Board of Directors to decide on the
issuance of shares and special rights entitling to
shares
The Board of Directors proposes to the General
Meeting that the General Meeting authorise 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 as follows: The total number of shares to be issued
under the authorisation may be at the most 11,400,000 shares.
The authorisation concerns both the issuance of new shares as well
as the conveyance of shares held by the Company. The authorisation
is proposed to 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, 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 authorisation is proposed to be effective
until 30 June 2025, and it will cancel the corresponding
authorisation given to the Board of Directors by the Annual General
Meeting on 4 May 2023.
17. Authorising the Board of Directors to decide on the
repurchase of the Company’s own shares
The Board of Directors proposes to the General
Meeting that the General Meeting authorise 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 organized 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 is in all other
respects authorised to decide on the terms and conditions of the
repurchase of own shares.
The authorisation is proposed to be effective
until 30 June 2025, and it will cancel the corresponding
authorisation given to the Board of Directors by the Annual General
Meeting on 4 May 2023.
18. Closing of the meeting
B. Documents of the Annual General Meeting
The aforementioned proposals on the agenda of the General
Meeting, this notice, the Governing Bodies’ Remuneration Report as
well as the Annual Report, which includes the Financial Statements
of the Company, the Board of Directors’ Report and the Auditor’s
Report, are available on KH Group’s website at
https://khgroup.com/en/investors/corporate-governance/general-meetings/annual-general-meeting-2024/
The minutes of the General Meeting will be available on the
aforementioned website on 21 May 2024, at the latest.
C. Instructions for the participants in the Annual
General Meeting
1. Shareholder registered in the shareholders’
register
Each shareholder who is registered on the record date of the
General Meeting, on 24 April 2024, in the shareholders’ register of
the Company maintained by Euroclear Finland Oy, has the right to
participate in the General Meeting. A shareholder whose shares in
the Company are registered on his/her personal Finnish book-entry
account, is registered in the shareholders’ register of the
Company. The registration to the General Meeting begins on 15 April
2024 at 10:00 a.m. EEST. A shareholder who is registered in the
shareholders’ register of the Company and who wants to participate
in the General Meeting, shall register no later than on 29 April
2024 at 4:00 p.m. EEST, by which time the registration must be
received. Registration can be done: a) Through the
Company’s website at
https://khgroup.com/en/investors/corporate-governance/general-meetings/annual-general-meeting-2024/
In the electronic registration, a strong identification of the
shareholder or his/her proxy representative or legal representative
is required with Finnish, Swedish or Danish banking codes or a
mobile ID.
b) By email or mail to Innovatics Ltd to the
address agm@innovatics.fi, to the address Innovatics Ltd, AGM / KH
Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. In
connection with the registration, a shareholder shall notify
his/her name, date of birth or business ID, contact information,
the name of assistant or a proxy representative, if any, date of
birth of the proxy representative and other requested information.
The personal data given by the shareholders or the representatives
to KH Group or Innovatics Ltd is used only in connection with the
Annual General Meeting and with the processing of necessary related
registrations. The shareholder, legal representative or their proxy
representative shall, if necessary, be able to prove their identity
and/or right of representation at the meeting venue. Additional
information on registration and advance voting is available by
phone during the registration period of the General Meeting at
Innovatics Ltd’s phone number +358 (0)10 2818 909 from Monday to
Friday at 9:00 a.m. to 12 noon and at 1:00 p.m. to 4:00 p.m.
EEST.
2. Proxy representative and powers of
attorney
A shareholder may participate in the General Meeting and
exercise his/her rights at the meeting by way of a proxy
representative. The shareholder’s proxy presentative may also vote
in advance as described in this notice. The proxy representative
must identify him/herself to the electronic registration service
and advance voting with strong identification, after which he/she
will be able to register and vote in advance on behalf of the
shareholder he/she represents. The shareholder’s proxy
representative shall produce a dated proxy document or otherwise in
a reliable manner demonstrate his/her right to represent the
shareholder at the General Meeting. The representation right can be
demonstrated by using the suomi.fi authorisation service available
in the electronic registration service. A power of attorney
template and voting instructions will be available on the Company’s
website at
https://khgroup.com/en/investors/corporate-governance/general-meetings/annual-general-meeting-2024/
on 15 April 2024 at 10:00 a.m. EEST at the latest. If 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. Possible proxy documents are
requested to be delivered primarily as an attachment in connection
with the electronic registration, or alternatively by email to
agm@innovatics.fi or by mail to the address Innovatics Oy, AGM / KH
Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland before
the expiry of the registration period. In addition to providing
proxy documents, the shareholder or the proxy representative must
register for the General Meeting as detailed above in this
Notice.
3. Holder of nominee registered share
A holder of nominee registered shares has the right to
participate in the General Meeting by virtue of such shares based
on which he/she on the record date of the General Meeting, i.e., on
24 April 2024, would be entitled to be registered in the
shareholders’ register of the Company maintained 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 of the Company maintained by Euroclear Finland Oy at the
latest by 2 May 2024 at 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 of
the General Meeting do not affect the right to participate in the
General Meeting or the number of votes of the shareholder. A holder
of a nominee registered share is advised to request without delay
the necessary instructions regarding the registration in the
temporary shareholders’ register of the Company, the issuing of
proxy documents, the registration and participating for the General
Meeting and voting in advance from his/her custodian bank. The
account management organisation of the custodian bank has to
register a holder of a nominee registered share, who wants to
participate in the General Meeting, temporarily into the
shareholders’ register of the Company and if needed to see to the
voting in advance on behalf of a holder of a nominee registered
share before the expiry of the registration period for the holders
of nominee registered shares.
4. Advance voting
A shareholder whose shares are registered on his/her personal
Finnish book-entry account may vote in advance during the period
from 15 April 2024 at 10:00 a.m. EEST until 29 April 2024 at 4:00
p.m. EEST on certain matters on the agenda of the General Meeting.
Advance voting can be done in the following ways:
a) Through the Company’s website at
https://khgroup.com/en/investors/corporate-governance/general-meetings/annual-general-meeting-2024/
b) Logging in to the service is done in the same
way as for registration above in the Section C.1.
c) By email or mail by delivering the advance
voting form available on the Company’s website on
15 April 2024 at 10:00 a.m. EEST at the latest or
corresponding information by email to agm@innovatics.fi or to the
address Innovatics Ltd, AGM / KH Group Plc, Ratamestarinkatu 13 A,
FI-00520 Helsinki, Finland. The advance votes shall be received
before the expiry of the advance voting period. Submitting votes in
such manner before the expiry of registration and advance voting
period constitutes due registration for the General Meeting,
provided that the documents delivered by the shareholder contain
the information required for registration. A shareholder who has
voted in advance can use his/her right to request information under
the Finnish Companies Act or their right to request a vote at the
General Meeting or vote on a possible counterproposal only if the
shareholder participates in the General Meeting in person or by way
of proxy representation at the meeting venue. An agenda item
subject to advance voting is considered to have been presented
unchanged to the General Meeting. The terms and conditions as well
as other instructions related to the electronic advance voting are
available on the Company’s website at
https://khgroup.com/en/investors/corporate-governance/general-meetings/annual-general-meeting-2024/
5. Other instructions and information
The meeting language will be Finnish. Pursuant to Chapter 5,
Section 25 of the Finnish Limited Liability 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. The Company will arrange an opportunity for
shareholders who have registered for the meeting to follow the
meeting online via a live webcast. A video link and password to
follow the meeting remotely will be sent via email and text message
to the email address and mobile phone number provided in connection
with the registration. Following the meeting through the remote
access is only possible for shareholders who are shareholders on
the record date of the General Meeting. Detailed instructions on
following the webcast will be available on the Company’s website at
https://khgroup.com/en/investors/corporate-governance/general-meetings/annual-general-meeting-2024/
Shareholders are asked to take into account that following the
meeting via webcast is not considered participating in the Annual
General Meeting, and that it is not possible for the shareholders
to exercise their shareholder rights in the Annual General Meeting
through the webcast. Shareholders that wish to follow the webcast
can exercise their voting rights by voting on the matter on the
agenda in advance in accordance with the instructions provided
above.
On the date of this notice, the total number of shares and votes
in KH Group is 58,078,895.
In Helsinki, on 12 April 2024
KH GROUP PLC
Board of Directors
FURTHER INFORMATION:
CEO Lauri Veijalainen, +358 46 876 1648
DISTRIBUTION:
Nasdaq Helsinki Ltd
Main media
www.khgroup.com
Sievi Capital is now a conglomerate with a new name KH Group.
Our four business areas are leading players in their sectors in B2B
products and services and consumer trade. The objective of our
strategy change is to focus on the business of the earth-moving
machinery supplier KH-Koneet. KH Group’s share is listed on Nasdaq
Helsinki.
Kh Group Oyj (LSE:0NQK)
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