KH Group Plc - Notice to general meeting

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.

1. Matters on the Agenda of the Annual General Meeting

At the Annual General Meeting, the following matters shall be considered:

1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality and quorum of the meeting
5. Recording the attendance at the meeting and adopting the list of votes
6. 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
7. Adoption of the Financial Statements
8. 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.