Decisions of Sievi Capital’s Annual General Meeting and the constitutive meeting of the Board of Directors - Seite 2

Composition of the Board of Directors

The General Meeting confirmed the number of members of the Board of Directors at five (5). Current members Juha Karttunen, Kati Kivimäki, Timo Mänty, Taru Narvanmaa and Harri Sivula were re-elected to the Board of Directors until the closing of the Annual General Meeting of 2024.

Election of the auditor

The General Meeting elected KPMG Oy Ab, Authorised Public Accountant firm, as the company’s auditor. KPMG Oy Ab has notified that Esa Kailiala, APA, will act as the principally responsible auditor for the company. The General Meeting decided that the remuneration of the auditor shall be paid according to the auditor’s reasonable invoice approved by the company.

Amendment of the Articles of Association

As proposed by the Board of Directors, the General Meeting decided that Articles 1 and 2 of the Articles of Association of the company be amended to take into account the change in strategy published by the company on 15 December 2022, which will transform the company from a private equity investment company into a conglomerate and in connection to which the company changes its name and line of business.

Article 1 of the Articles of Association was amended to read as follows:

“Article 1 Company’s name and domicile

The company’s name is KH Group Oyj in Finnish and KH Group Plc in English.

The company’s domicile is Sievi.”

Article 2 of the Articles of Association was amended to read as follows:

“Article 2 Company’s line of business

The company’s line of business is industrial activities and related services, as well as the supervision and management of the activities of the company's subsidiaries. The company may act as the parent company of the Group as well as own and manage securities, shares and real property as investments and trade in them.”

As proposed by the Board of Directors, the General Meeting furthermore decided to amend Articles 7 and 8 of the Articles of Association to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting in lieu of holding a meeting at the Company’s domicile, Helsinki, Vantaa or Oulu.

Article 7 of the Articles of Association was amended to read as follows:

“Article 7 Notice of the General Meeting and participation in the General Meeting

The notice of the General Meeting must be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, and no later than nine (9) days prior to the record date of the General Meeting referred to in the Finnish Limited Liability Companies Act. The notice is delivered to the shareholders by publishing it on the company’s website or in a newspaper designated by the Board of Directors or by sending it by mail to the addresses recorded in the company’s shareholder register.