Resolutions of SRV Group Plc’s Annual General Meeting
SRV Group Plc’s Annual General Meeting was held on 22 March 2016. The meeting adopted the 2015 financial statements and discharged the Board of Directors and the President and CEO from liability for the financial period 1 January–31 December 2015.
The Distribution of Dividend
It was decided that a dividend of EUR 0.10 per share will be paid as proposed by the Board of Directors. The dividend record date is 24 March 2016 and the dividend will be paid 4 April 2016.
The Members and Chairman of the Board of Directors and the Remuneration
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 remuneration for the members of the Board of Directors is 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 EUR 500 per meeting for the Board and Committee meetings. Travel expenses of the Board of Directors are reimbursed according to the company’s travel policy.
The Auditor and the Remuneration
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 of 2017. PricewaterhouseCoopers Oy has notified that Samuli Perälä, authorised public accountant, will act as the responsible auditor.
Authorisations to decide on a share issue and on the issue of special rights
The Annual General Meeting authorised the Board of Directors to decide on the issue of new shares or the reissue of treasury shares and/or the issue of special rights entitling to shares as referred to in Chapter 10 Section 1 of the Companies Act either for or without consideration.
Based on the authorisation, the Board of Directors may decide on the issue of new shares or the conveyance of treasury shares in one or more lots such that the number of new shares issued or treasury shares conveyed on the basis of the authorisation, including shares issued on the basis of special rights, is in total a maximum of 6,049,957.
The authorisation entitles the Board of Directors to decide on terms and conditions of a share issue and special rights entitling to shares, including the right to derogate from the pre-emptive subscription right of shareholders, if there is a weighty financial reason for the company to do so. A directed share issue may be executed without consideration only if there is an especially weighty financial reason for the company to do so, taking the interests of all shareholders into account.
The authorisation may be used, for example, when issuing new shares or conveying shares as consideration in corporate acquisitions, when the company acquires assets relating to its business and for implementing incentive schemes.
The authorisation shall be valid for five years from the decision of the Annual General Meeting.
Authorisation to decide on the acquisition of the company's own shares
The Annual 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 a maximum of 6,049,957 shares in the company, so that the number of shares acquired on the basis of this authorisation when combined with the treasury shares does not at any given time exceed a total of 6,049,957 shares, which is 10% of all shares in the company.
A maximum of 6,049,957 of the shares to be acquired on the grounds of this authorisation may be acquired in public trading arranged by Nasdaq Helsinki Oy at the market price at the moment of acquisition as well as a maximum of 500,000 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, 6,049,957 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 described above shall be in force for 18 months from the decision of the Annual General Meeting and they cancel the authorisation granted by the Annual General Meeting to the Board of Directors on 25 March 2015.
The Board of Directors shall decide on other terms relating to the acquisition of shares.