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2021-11-02

NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF SIEVI CAPITAL PLC

Sievi Capital Plc
Stock Exchange Release 2 November 2021 at 10:00 EET

NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF SIEVI CAPITAL PLC

Notice is given to the shareholders of Sievi Capital Plc (“Sievi Capital” or the “Company”) to the Extraordinary General Meeting (the “General Meeting”) to be held on 16 December 2021 at 1:00 p.m. (Finnish time) at the Finlandia Hall, Mannerheimintie 13e, 00100 Helsinki, Finland. Reception of persons registered for the meeting and distribution of voting tickets will commence at 12:30 p.m. (Finnish time).

In order to reduce the risk of infection resulting from the coronavirus (COVID-19) situation, Sievi Capital will seek to keep the General Meeting as short as possible and to limit the number of participants.

For the same reason, the Company respectfully requests that its shareholders give serious consideration to whether it is necessary for them to participate in the General Meeting at the meeting venue in person or represented by a representative other than the proxy representative designated by the Company. Shareholders are advised to primarily follow the General Meeting online via webcast and to vote in advance or to participate in the meeting by way of proxy representation arranged by the Company. Shareholders also have a possibility to submit questions concerning matters on the agenda of the General Meeting in advance. The Company will, at the latest by 8 December 2021, provide shareholders, on the Company’s website at www.sievicapital.fi/en/annual-general-meetings/egm-2021, with a presentation regarding the proposed merger of Sievi Capital into Boreo Plc (“Boreo” or the “Receiving Company”). The presentation is not a part of the General Meeting and will be in Finnish with English subtitles. The above alternatives are described in more detail below in section C of this notice.

No catering will be arranged in connection with the meeting.

Sievi Capital is actively monitoring the development of the coronavirus situation and follows the instructions given by authorities. Any changes to the meeting arrangements that may be caused by the situation will be announced on the Company’s website at www.sievicapital.fi/en/annual-general-meetings/egm-2021.

  1. 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 persons 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.        Resolution on the merger

Introduction

Sievi Capital announced on 29 September 2021 the signing of a combination agreement (the “Combination Agreement”) with Boreo and proposed combination of Sievi Capital’s and Boreo’s business operations through a statutory absorption merger of Sievi Capital into Boreo pursuant to the Finnish Companies Act (624/2006, as amended) (the “Finnish Companies Act”) whereby all assets and liabilities of Sievi Capital are transferred without a liquidation procedure to Boreo (the “Merger”). As a consequence of the completion of the Merger, Sievi Capital will dissolve and automatically cease to exist as a separate legal entity. The shareholders of Sievi Capital will receive new shares in Boreo as merger consideration in proportion to their existing shareholdings.

The Merger is expected to create one of the leading growth platforms on the Nasdaq Helsinki stock exchange for small and medium-sized companies. The business operations of the companies participating in the Merger are decentralized to several different industries and there is small reliance on individual client and customer relationships. Geographically, after the Merger, the Receiving Company would have become even more decentralized in Northern Europe. The merger of Boreo and Sievi Capital is expected to significantly increase the size of the companies and enable even better conditions to increase operative efficiency.

The Merger is also expected to create better and stronger conditions for the growth and development of independent businesses, as well as for the utilization of best practices, synergies between the businesses and a stronger offering to customers, clients and other stakeholders.

Reference is made to the public announcement on the Merger dated 29 September 2021 for further information about its rationale and details.

In order to complete the merger, the Board of Directors of Sievi Capital proposes that the General Meeting would resolve on the statutory absorption merger of Sievi Capital into Boreo.

Sievi Capital’s largest shareholder, Preato Capital AB, representing approximately 23.23 per cent of the shares and votes in Sievi Capital has undertaken, subject to certain customary terms and conditions, that it will attend the General Meeting and vote for the proposals of the Board of Directors.

Resolution on the merger

The Board of Directors of Sievi Capital and Boreo approved on 29 September 2021 a merger plan, which was registered with the trade register of the Finnish Patent and Registration Office (the “Finnish Trade Register”) on 1 October 2021 (the “Merger Plan”). Pursuant to the Merger Plan, Sievi Capital shall be merged into Boreo through an absorption merger, so that all assets and liabilities of Sievi Capital shall be transferred without a liquidation procedure to Boreo in a manner described in more detail in the Merger Plan.

The Board of Directors of Sievi Capital proposes that the General Meeting resolves on the statutory absorption merger of Sievi Capital into Boreo in accordance with the Merger Plan and approves the Merger Plan.

Immediately prior to the registration of the execution of the Merger, Boreo will effect a share split so that it will issue fourteen (14) new Boreo shares for each share to the shareholders of Boreo without payment in proportion to their existing shareholding. The shareholders of Sievi Capital shall, after the share split, receive as merger consideration 0.4492 new shares in Boreo for each share they hold in Sievi Capital. In case the number of shares received by a shareholder of Sievi Capital as merger consideration is a fractional number, the fractions shall be rounded down to the nearest whole number. Fractional entitlements to new shares of Boreo shall be aggregated and sold in public trading on the Nasdaq Helsinki Ltd and the proceeds shall be distributed to shareholders of Sievi Capital entitled to receive such fractional entitlements in proportion to holding of such fractional entitlements. Any costs related to the sale and distribution of fractional entitlements shall be borne by Boreo.

Based on the number of issued and outstanding shares in Sievi Capital on the date of this notice, a maximum total of 26,089,040 new shares in Boreo would be issued to shareholders of Sievi Capital as merger consideration.

A shareholder of Sievi Capital, who has voted against the Merger in the General Meeting, has the right as referred to in Chapter 16, Section 13 of the Companies Act to demand redemption of his/her/its shares at the General Meeting.

7.        Closing of the meeting

B.        Documents of the General Meeting

Copies of this notice will be sent by mail to shareholders of the Company whose address is known by the Company. The Merger Plan and this notice, which includes all the proposals for resolutions on the matters on the agenda of the General Meeting, are available on Sievi Capital’s website at www.sievicapital.fi/en/annual-general-meetings/egm-2021. Other documents, which according to the Finnish Companies Act shall be kept available for the shareholders, will be available on the above-mentioned website as of 16 November 2021 at the latest. This notice and the other above-mentioned documents will also be available at the General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. Boreo jointly with Sievi Capital will in addition prepare a Finnish language prospectus which will be published before the General Meeting.

The minutes of the General Meeting will be available on the above-mentioned website as of 30 December 2021 at the latest.

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 3 December 2021 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 his/her personal Finnish book-entry account is registered in the shareholders’ register of the Company.

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 on 9 December 2021 at 4:00 p.m. (Finnish time) by giving a prior notice of participation. The notice must be received by the Company before the end of the registration period. Registration for the General Meeting starts on 8 November 2021 at 10:00 a.m. (Finnish time):

a)   through the Company’s website at the address www.sievicapital.fi/en/annual-general-meetings/egm-2021

In the electronic registration, a strong identification of the shareholder or his/her legal representative or proxy representative is required with Finnish or Swedish banking codes or a mobile ID.

b)   by email to the address tiina.grondahl@sievicapital.fi; or

c)   by sending a written notification to the address Sievi Capital Plc, EGM / Tiina Gröndahl, Pohjoisesplanadi 33, FI-00100 Helsinki, Finland.

In connection with the registration, a sh...

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