Decisions of the Annual General Meeting of Sitowise Group Plc

Sitowise Group Plc                     Decisions of annual general meeting              4 April 2024 at 11.30 am EEST

The Annual General Meeting (AGM) of Sitowise Group Plc was held on 4 April 2024 in Espoo, Finland.

The AGM approved the company’s annual accounts and consolidated annual accounts for the financial year 2023, discharged the members of the Board of Directors and the CEO of the company from liability, and resolved to approve the remuneration report 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 no dividend be paid from the Company's distributable funds.

Remuneration of the Board of Directors

In accordance with the proposal of the Shareholders’ Nomination Board , 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. The AGM further resolved that no remuneration shall be paid for the Nomination Board members for the term commencing in September 2024.

Composition of the Board of Directors

In accordance with the proposal of the Shareholders’ Nomination Board, the AGM resolved that the Board of Directors be composed of seven (7) members. Eero Heliövaara, Mirel Leino-Haltia, Elina Piispanen, Niklas Sörensen, Tomi Terho and Mats Åström were re-elected to the Board of Directors and Anni Ronkainen was elected as a new member 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 auditor and their remuneration

In accordance with the proposal of the Board of Directors, the AGM resolved that KPMG Oy Ab, a firm of authorized 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. Following this resolution KPMG Oy Ab will also carry out the assurance of the Company’s sustainability reporting for the financial year 2024. The remuneration for the auditor is paid according to the auditor’s reasonable invoice.

Authorizing the Board of Directors to decide on the repurchase of Company's own shares

The AGM authorized 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 2025.

Authorizing 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 authorized 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 until the beginning of the next Annual General Meeting, however, no longer than until 30 June 2025 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 Annual General Meeting 2024 | Sitowise by no later than 18 April 2024.

Espoo, 4 April 2024

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 211 million in 2023, and the company employs more than 2,100 experts. Sitowise Group Plc is listed on the main list of Nasdaq Helsinki as SITOWS.