Extraordinary General Meeting 2022

The extraordinary general meeting of SRV Group Plc is to be held on Monday 30 May 2022 at 2:00 PM (EEST) at the company’s headquarters, address: Tarvonsalmenkatu 15, 02600 Espoo. The extraordinary general meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue on the basis of the so-called temporary act 375/2021 that entered into force on 8 May 2021. 

It is not possible to participate in the meeting in person at the meeting venue. The shareholders of the company and their proxy representatives may participate in the meeting and exercise their shareholder rights only by voting in advance and by presenting counterproposals and asking questions in advance in accordance with this notice and other instructions given by the company 

Counterproposals 

 Shareholders holding at least one hundredth of all shares in the company have the right to make a counterproposal to the proposed resolutions on the agenda of the extraordinary general meeting, which will be put to a vote. Such counterproposals shall be delivered to the company by e-mail to yhtiokokous@srv.fi by no later than 11 May 2022 at 12:00 PM (EEST).
No counterproposals from the shareholders were delivered.

Shareholders making a counterproposal must, in connection with delivering the counterproposal, present evidence of their shareholdings. The counterproposal will be considered at the extraordinary general meeting provided that the shareholder has the right to participate in the extraordinary general meeting, he/she has registered for the extraordinary general meeting and that the shareholder still holds shares corresponding to at least one hundredth of all shares in the company on the record date of the general meeting. If the counterproposal is not to be taken up for consideration at the extraordinary general meeting, the votes given in favour of the counterproposal will not be taken into account. 

The company will publish possible counterproposals to be put to a vote here by no later than 12 May 2022. 

Notice of participation and voting in advance during 12 May 2022 at 9:00 AM (EEST) – 23 May 2022 at 4:00 PM (EEST) 

Shareholders with a Finnish book-entry account can register and vote in advance during the period 12 May 2022 at 9:00 AM (EEST) – 23 May 2022 at 4:00 PM (EEST) by the following means: 

 a) By online

Registering and voting in advance requires strong electronic identification (bank codes or the Mobile ID) for natural persons.  

Strong electronic identification is not required for shareholders that are legal persons. However, shareholders that are legal persons must provide the number of their book-entry account, as well as other required information. If a shareholder that is a legal person utilizes the Suomi.fi electronic authorization, registration requires a strong electronic identification from the authorized person, which can be conducted online with bank codes or the mobile ID.

b) By regular mail or e-mail 

 Fill in advance voting form and send it via regular mail to Euroclear Finland Oy, Yhtiökokous / SRV Group Plc, P.O. Box 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu. Registration and votes must be received no later than 23 May 2022 at 4 PM (EEST). 

Advance voting form 

Representatives of the shareholders must in connection with delivering the voting form produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the extraordinary general meeting. 

If a shareholder participates in the extraordinary general meeting by delivering votes in advance by regular mail or e-mail to Euroclear Finland Oy, the delivery of the votes before the deadline for registration for the meeting and advance voting shall constitute a registration for the extraordinary general meeting as long as the information required for registration as set out in the advance voting form is provided. A shareholder must, in connection with the registration, submit the requested information, such as the shareholder’s identification and contact details. 

Proxy representative and powers of attorney  

A shareholder may participate in the extraordinary general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative of a shareholder must also vote in advance in the manner described in this notice. 

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the extraordinary general meeting. When a shareholder participates in the extraordinary general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the extraordinary general meeting.  

A template for a proxy document including voting instructions 

The proxy documents including the advance voting form shall be delivered primarily by e-mail to yhtiokokous@euroclear.eu or in original by regular mail to Euroclear Finland Oy, Yhtiökokous / SRV Group Plc, P.O. Box 1110, FI-00101 Helsinki, Finland before the end of the registration and advance voting period, 23 May 2022 at 4:00 PM (EEST), by which time the documents must be received. Delivery of a proxy document to Euroclear Finland Oy before the expiration of the registration period constitutes registration for the extraordinary general meeting provided that the shareholder information required for registration is provided. 

A shareholder who is a legal person can also use the electronic Suomi.fi authorization service instead of a traditional proxy document. In this case, the entity authorizes a proxy that they nominate in the Suomi.fi authorization service at the website suomi.fi/e-authorizations using the mandate theme “Representation at the General Meeting”. In connection with Euroclear Finland Oy’s general meeting service, the person so authorized must identify himself or herself with strong electronic identification in connection with the registration, after which the electronic authorization will be checked automatically. Strong electronic identification can be conducted online with bank codes or the mobile ID. More information is available on the website suomi.fi/e-authorizations. 

Holders of nominee registered shares  

A holder of nominee registered shares has the right to participate in the extraordinary general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on 16 March 2022 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the extraordinary general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 25 May 2022 by 10:00 AM (EEST). As regards nominee registered shares this constitutes due registration for the extraordinary general meeting.  

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholder’s register of the company, the issuing of proxy documents and preregistration for the general meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the extraordinary general meeting,  temporarily in the shareholders’ register of the company the time stated above at the latest by. The account management organization of the custodian bank must see to the voting in advance on behalf of the holder of nominee registered shares within the registration period applicable to holders of nominee registered shares. 

Presenting questions in advance 

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder may present questions with respect to the matters to be considered at the general meeting until 13 May 2022 at 4:00 PM (EEST) by e-mail to yhtiokokous@srv.fi or by mail to SRV Group Plc, Anu Tuomola/AGM, P.O. Box 555, FI-02601 Espoo, Finland. Such questions by shareholders, the company’s responses to such questions, as well as counterproposals other than those put to a vote, are to be made available hereby no later than 18 May 2022. As a prerequisite for presenting questions, a shareholder must present evidence to the company of his/her shareholding upon request. 

Questions presented by shareholders and responses to them

Important dates 

  • Notice of the Extraordinary General Meeting published 6 May 2022
  • Deadline for shareholders’ counterproposals 11 May 2022 at 12:00 PM (EEST)
  • Possible counterproposals published 12 May 2022 on this page
  • Registration and advance voting begin 12 May 2022 at 9:00 AM (EEST)
  • Deadline for shareholders’ questions 13 May 2022 at 4:00 PM (EEST)
  • Record date of the Extraordinary General Meeting 17 May 2022
  • Answers to advance questions of the shareholders 18 May 2022 published on this page
  • Registration and advance voting end 23 May 2022 at 4:00 PM (EEST)
  • Extraordinary General Meeting 30 May 2022 at 2:00 PM (EEST)

Materials and links