Annual General Meeting 2020

Annual General Meeting 2020

Resolutions of SRV Group Plc Annual General Meeting

SRV Group Plc’s Annual General Meeting was held on Thursday 26 March 2020. The meeting adopted the 2019 financial statements, approved the executive remuneration policy and discharged the Board of Directors and the President & CEO from liability for the financial period 1 January–31 December 2019.

Dividend distribution

It was decided that no dividend is distributed for the financial year ended on 31 December 2019 based on the adopted balance sheet, as proposed by the Board of Directors.

Members and Chairmain of the board of directors and remuneration

The number of members of the Board of Directors was confirmed to be six (6). Minna Alitalo M.Sc. (Econ.), Olli-Pekka Kallasvuo Master of Laws, LL.D.h.c., Timo Kokkila M.Sc.(Eng.) and Tomi Yli-Kyyny M.Sc.(Eng.) were re-elected to the Board of Directors. Hannu Leinonen M.Sc.(Eng.) and Heikki Leppänen Lic.Sc. (Tech.) were elected as new members to the Board of Directors. Tomi Yli-Kyyny was elected as the Chairman of the Board of Directors. The term of office of members of the Board of Directors will end at the close of the Annual General Meeting held in 2021.

The Annual General Meeting resolved that the remuneration for the members of the board of Directors shall be EUR 5,000 per month for the Chairman, EUR 4,000 per month for the Vice Chairman and EUR 3,000 per month per member as well as a EUR 700 fee per member per meeting. In addition, travel expenses arising from work for the Board of Directors shall be reimbursed in accordance with the company’s travel policy.

Auditor and remuneration

PricewaterhouseCoopers Oy, a firm of authorised public accountants, was elected as the company’s Auditor for a term continuing until the close of the Annual General Meeting 2021. PricewaterhouseCoopers Oy has notified that authorised public accountant Samuli Perälä will act as the responsible auditor. The Auditor’s remuneration was confirmed as payable on the basis an approved invoice.

Amendment of the Articles of Association

The Board of Directors resolved that article 4 of the Articles of Association is amended as follows:

4 § The Board of Directors of the company consists of the minimum of five (5) and the maximum of eight (8) ordinary members. The Board of Directors shall elect a vice chairman from among its members. The term of office of the Board members expires upon the closing of the first Annual General Meeting of Shareholders following the election.

The General Meeting of Shareholders shall elect a chairman for the same term of office.

Planned financing arrangement and related authorisations to issue shares

Relating to the planned financing arrangement, Annual General Meeting resolved on authorisation to issue shares as proposed by the Board of Directors.

Authorisation for directed share issue

Annual General Meeting authorised the Board of Directors to resolve on a directed share issue as follows:

The shares to be issued under the authorisation are new shares. Under the authorisation, a maximum of 100,000,000 shares can be issued.

Under the authorisation, new shares would be issued in a directed share issue, i.e. in deviation from the shareholders’ pre-emptive rights, to the holders of the hybrid notes issued by the company on 22 March 2016 (ISIN code FI4000198114) and holders of the hybrid notes issued by the company on 23 May 2019 (ISIN code FI4000384185). Subscriptions would be paid by setting off hybrid bonds against their nominal value and accrued interest. A directed share issue always requires a weighty financial reason for the company.

The Board of Directors was authorised to resolve on all other terms and conditions of the share issue.

The authorisation is valid until 30 September 2020.

The authorisation revokes prior unused authorisations granted by the General Meeting to the Board of Directors to resolve on share issues, transfers of shares held by the company and/or to grant special rights entitling to shares as referred to in the Chapter 10, Section 1 of the Finnish Companies Act (in Finnish: osakeyhtiölaki). The authorisation shall not, however, revoke any other share issue authorisations to be passed at the same General Meeting.

Authorisation for rights issue

Annual General Meeting authorised the Board of Directors to resolve on a share issue as follows:

The shares to be issued under the authorisation are new shares. Under the authorisation, a maximum of 500,000,000 shares can be issued.

The shareholders have a pre-emptive right to the new shares in the same proportion as they already hold shares in the company. However, shares not subscribed by shareholders may be offered on a secondary basis for subscription by other shareholders or by other persons. The Board of Directors is entitled to decide to whom the shares that remain unsubscribed will be offered. Subscriptions would be paid in cash.

The Board of Directors was authorised to resolve on all other terms and conditions of the share issue.

The authorisation is valid until 30 September 2020.

The authorisation revokes prior unused authorisations granted by the General Meeting to the Board of Directors to resolve on share issues, transfers of shares held by the Company and/or to grant special rights entitling to shares as referred to in the Chapter 10, Section 1 of the Finnish Companies Act. The authorisation shall not, however, revoke any other share issue authorisations to be passed at the same General Meeting.

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

Annual General Meeting authorised the Board of Directors to resolve on the acquisition of the company’s own shares using the company’s unrestricted equity as follows:

The Board of Directors is authorised to acquire a maximum of 5,000,000 shares in the company so that the number of shares acquired on the basis of the authorisation, when combined with the shares already owned by the company and its subsidiaries, does not at any given time exceed a total of 10 percent of all shares in the company.

Shares may be acquired in public trading arranged by Nasdaq Helsinki Ltd at the market price at the moment of acquisition. Own shares may be acquired otherwise than in proportion to the existing holdings of the shareholders. Shares may be acquired in one or several instalments.

The company’s own shares may be acquired inter alia for use as payment in corporate acquisitions, when the company acquires assets relating to its business, as part of the company’s incentive programmes, as a part of the management’s incentive scheme or to be otherwise conveyed, held or cancelled.

The Board of Directors is authorised to resolve on all other terms and conditions of the acquisition of the shares.

The authorisation is valid for 18 months from the date of the decision of the General Meeting. It revokes the authorisation granted to the Board of Directors at the Annual General Meeting on 19 March 2019 to decide on the repurchase of the company’s own shares.

Authorisation to decide on a share issue and on the issue of special rights

Annual General Meeting authorised the Board of Directors to resolve on a share issue and granting of special rights as follows:

The Board of Directors may decide on the issuance of new shares or the reissuance of shares held by the company and/or granting of other special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Companies Act either for consideration or free of consideration in one or several instalments.

Under the authorisation, the number of shares to be issued or the number of reissued shares held by the company, including the shares issued on the basis of the special rights, shall not exceed 12,000,000 shares. Any shares issued on the basis of special rights entitling to shares are included in the aforementioned aggregate amount.

New shares may be issued, the company’s own shares held by the company reissued and/or other special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act may be granted in deviation from the pre-emption rights of shareholders only if there exists a weighty financial reason for the company. A directed share issue may be free of consideration only if there exists, for the company and taking into account the interests of all its shareholders, a particularly weighty financial reason.

The authorisation may be used inter alia when issuing new shares or conveying shares as consideration in corporate acquisitions, when the company acquires assets relating to its business, in order to strengthen the company’s capital structure and for implementing incentive schemes. However, the authorisation may not be used in connection with the financing arrangement pursuant to Section 17 of the notice to the Annual General Meeting (“Approval of a planned financing arrangement and related authorisations to issue shares“).

The Board of Directors was authorised to resolve on all other terms and conditions of the share issue.

The authorisation shall be in force for 18 months from the decision of General Meeting. The authorisation revokes prior unused authorisations granted by the General Meeting to the Board of Directors to resolve on share issues, transfers of shares held by the Company and/or to grant special rights entitling to shares as referred to in the Chapter 10, Section 1 of the Finnish Companies Act. The authorisation shall not, however, revoke any other share issue authorisations to be passed at the same General Meeting.

Establishment of a Shareholders’ Nomination Board

Annual General Meeting resolved to establish a Shareholders’ Nomination Board whose task is to prepare proposals concerning the composition and remuneration of the Board of Directors to the Annual General Meeting.

The Shareholders’ Nomination Board comprises of four (4) members appointed by the three largest shareholders of the company. The Chairman of the Board of Directors shall act as the fourth member of the Board.

The right to appoint a member lies with those three shareholders whose share of the votes of all shares in the company is largest, based on the company’s shareholders’ register held by Euroclear Finland Ltd as of August 31 of the preceding calendar year of the Annual General Meeting.

In the event that a shareholder who has an obligation in accordance with Securities Market Act to take such ownership into account when making notifications regarding changes in ownership (shareholder subject to flagging notification) notifies the Chairman of the Board of Directors thereof in writing at the latest on August 30 of the preceding calendar year of the Annual General Meeting, the shareholding of such shareholder divided between several funds or registers shall be counted as one. In the event that a shareholder does not wish to use his/her right to appoint a member the right to appoint shall be transferred to the next largest shareholder.

Annual General Meeting confirmed the Charter for the Shareholders’ Nomination Board. The Company’s Charter for the Shareholders’ Nomination Board is available on SRV Group Plc’s website at www.srv.fi/amg

Minutes of Annual General Meeting

2020_yhtiökokous_pöytäkirja (in Finnish)

Materials of Annual General Meeting 2020

Notice to Annual General Meeting

Notice to AGM

Proposals by the Board of Directors to the Annual General Meeting

Resolving the payment of the dividend

Executive Remuneration Policy

Adoption of the executive remuneration policy

Remuneration, number and election of the members of the Board of Directors

Remuneration and election of the auditor

Amendment of the articles of association

Planned financing arrangement and related authorisations to issue shares

Authorisation to resolve on acquiring the company’s own shares

Authorisation to resolve on shares issues and granting of special rights

Establishment of Shareholders’ Nomination Board 

Charter for the Shareholders’ Nomination Board

Proposed members of the Board of Directors

HR & Nomination Committee proposes that the following current members be re-elected to the Board of Directors: Minna Alitalo, Olli-Pekka Kallasvuo, Timo Kokkila and Tomi Yli-Kyyny.

CV`s of the proposed members of the Board of Directors for re-election can be found here.

The proposed new members are Hannu Leinonen and Heikki Leppänen.

Hannu Leinonen CV
Heikki Leppanen CV

Other materials

Financial statements and annual review 2019

Description of protection of personal data 2020