Annual General Meeting 2014

Resolutions passed at SRV Group Plc’s Annual General Meeting

SRV Group PLc’s Annual General Meeting was held on 26 March 2014. The meeting adopted the 2013 financial statements and discharged the Board of Directors and CEO from liability for the financial period 1 January–31 December 2013.

It was decided that a dividend of EUR 0.12 per share will be paid as proposed by the Board of Directors.  The record date of the dividend is 31 March 2014 and the date of payment of dividend is 7 April 2014.

The number of members of the Board of Directors was confirmed to be six (6). Minna Alitalo, Arto Hiltunen, Olli-Pekka Kallasvuo, Ilpo Kokkila, Timo Kokkila and Risto Kyhälä were re-elected to the Board of Directors. Ilpo Kokkila was elected as the Chairman of the Board of Directors.

The Annual General Meeting decided that the fees for the members of the Board of Directors are EUR 5,000 per month for the Chairman, EUR 4,000 per month for the Vice Chairman and EUR 3,000 per month for a member, as well as a EUR 500 fee per meeting for the Board and Committee meetings. Travel expenses of the Board of Directors are reimbursed according to the company’s travel policy.

PricewaterhouseCoopers Oy, a firm of authorised public accountants, was elected as auditor of the company for the term until the close of the annual general meeting in 2015. Samuli Perälä, authorised public accountant, will act as the principal auditor. It was decided that the auditors are reimbursed according to invoice.

Authorisation to decide on the acquisition of the company’s own shares

The General Meeting authorised the Board of Directors to decide on the acquisition of the company’s own shares using the company’s unrestricted equity. This share acquisition will reduce the company’s distributable equity.

The Board of Directors is authorised to acquire maximum of 3,676,846 shares in the company, so that the number of shares acquired on the basis of this authorisation when combined with the shares already owned by the company does not at any given time exceed 3,676,846 shares, which consist of 10% of all shares in the company. A maximum of 3,676,846 of the shares to be acquired on the grounds of this authorisation may be acquired in public trading arranged by Nasdaq OMX Helsinki Oy at the market price at the moment of acquisition as well as a maximum of 200,000 shares given on the basis of incentive schemes to individuals employed by SRV Group without consideration or for no more than the price that an individual within the sphere of an incentive scheme is obliged to convey a share, the maximum being, however, 3,676,846 shares. The aforementioned authorisations include the right to acquire own shares otherwise than in proportion to the holdings of the shareholders. Shares acquired on the basis of this authorisation may be acquired in one or several instalments.

The company’s own shares can be acquired for use e.g. as payment in corporate acquisitions, when the company acquires assets relating to its business, as part of the company’s incentive programmes or to be otherwise conveyed, held or cancelled.

The authorisations as described above shall be in force for 18 months from the decision of the Annual General Meeting and cancel the authorisation granted by the Annual General Meeting on 20 March 2013.

The Board of Directors shall decide on other terms relating to the acquisition.

Materials for annual general meeting 2014


Proposed board of directors

Board of Directors’ proposal to the general meeting

On the use of profit shown on the balance sheet and the payment of dividend

On the remuneration, number and election of the members of the Board of Directors

On the remuneration and election of auditor

On authorising the Board of Directors to decide on acquisition of own shares

Financial statement and auditing

Financial statement release 2013 (complete annual accounts in Finnish)

Auditor’s report

Other materials

Power of Attorney