Merger of SRV Henkilöstö Oy

 
Prior to the Initial Public Offering of the company, SRV had two registered shareholders: Mr. Ilpo Kokkila (before the initial public offering 52 percent of the shares and votes) and SRV Henkilöstö Oy (48 percent). On 24 May 2007 SRV Henkilöstö had 165 shareholders including Kolpi Investments Oy, an investment company fully owned by Mr. Ilpo Kokkila. Kolpi Investments Oy owns approximately 50.6 percent of SRV Henkilöstö’s shares. The remainder of the shares are owned by the management and personnel of SRV.

In August 2005, SRV Henkilöstö directed a share issue to personnel of SRV Group Plc and its fully owned Finnish subsidiaries. The purpose of the share issue was to establish a share-based incentive scheme which emphasises long-term success and commitment as well as offers competitive incentives.

The Boards of Directors of SRV Henkilöstö and SRV have executed a merger plan on 27 April 2007 under whose terms and conditions SRV Henkilöstö will be merged to SRV. SRV Henkilöstö’s shareholders will receive merger consideration in the form of new SRV shares (merger shares) in proportion to their shareholdings in SRV Henkilöstö, in accordance with the exchange ratio agreed in the merger plan. According to the exchange ratio agreed in the merger plan, shareholders of SRV Henkilöstö will be entitled to exchange one SRV Henkilöstö share for a maximum of eighteen merger shares. The merger shares will be issued without increasing SRV’s share capital. The number of shares given as merger consideration depends on the subscription price of SRV’s shares in the initial public offering.

Transfer of the merger shares is restricted in the merger plan because the shareholding is part of SRV's long-term share-based incentive scheme. Each merger consideration recipient can transfer 20 percent of the merger shares from 1 January 2008 onwards, 20 percent from 1 January 2010, 20 percent from 1 January 2011, 20 percent from 1 January 2012 and 20 percent from 1 January 2013 calculated from the original number of merger shares they have received.

The implementation of the merger is estimated to be on 30 September 2007.