Notice to convene the Annual General Meeting of SRV Group Plc
SRV Group Plc hereby invites its shareholders to an Annual General Meeting to be held on Wednesday 25 March 2015, beginning at 4.00 pm, at the SRV office at Tarvonsalmenkatu 15, 02600 Espoo. The reception of shareholders who have registered to attend the meeting and the handing out of voting tickets will start at 3 pm.
A. The agenda of the Annual General Meeting
Matters on the agenda of the AGM:
1. Opening remarks
2. Call to order
3. Selection of persons to scrutinise the minutes and supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, consolidated financial statements, the Board report and the Auditor’s report for 2014
Review by the President & CEO.
7. Adoption of the financial statements
8. Use of the profit shown in the balance sheet and deciding the payment of a dividend
The Board of Directors proposes to the AGM that a dividend of EUR 0.12 per share should be paid for the fiscal period that ended on 31 December 2014. The dividend will be paid to shareholders who are included in the list of shareholders maintained by Euroclear Finland Ltd. on the record date set for the dividend, which shall be 27 March 2015. The Board of Directors proposes that the dividend should be paid on 7 April 2015.
9. Discharging the Board of Directors and the President & CEO from liability
10. Deciding the remuneration of Board members
The Board of Directors’ Nomination Committee proposes to the AGM that the monthly remuneration paid to the elected Board members for the term of office that ends at the closing of AGM 2016 shall be EUR 5,000 to the Chairman of the Board, EUR 4,000 to the Vice Chairman and EUR 3,000 for each Member of the Board, and an attendance payment of EUR 500 for each Board and Committee meeting. In addition, travel expenses arising from performing the duties of a member the Board of Directors are paid according to company’s travel policy.
11. Deciding the number of Board members
The Board of Directors’ Nomination Committee proposes to the AGM that the number of Board members shall be confirmed at six.
12. Election of the Chairman and the members of the Board
The Board of Directors’ Nomination Committee proposes to the AGM that the current members of the Board – Minna Alitalo, Arto Hiltunen, Olli-Pekka Kallasvuo, Ilpo Kokkila, Timo Kokkila and Risto Kyhälä – shall be re-elected. They have all given their consent for the re-election. The term of office of the Board members shall end at the closing of the AGM 2016.
The Board of Directors’ Nomination Committee proposes to the AGM that Ilpo Kokkila shall be elected as the Chairman of the Board.
Information regarding the nominees is provided on the SRV Group’s website at www.srv.fi -> SRV as company -> Investors -> Annual General Meeting.
13. Deciding the remuneration of the Auditor
The Board of Directors’ Audit Committee proposes to the AGM that the Auditor’s fee shall be paid as invoiced and approved by the company.
14. Selection of the Auditor
The Board of Directors’ Audit Committee proposes to the AGM that a firm of authorised public accountants, PricewaterhouseCoopers Oy, shall be selected as the company’s auditor for the term that ends at the closing of the AGM 2016. PricewaterhouseCoopers Oy has informed that APA Samuli Perälä shall act as the principal auditor.
15. Authorising the Board of Directors to decide on the acquisition of the company’s own shares
The Board of Directors proposes that the AGM shall authorise the Board 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 proposed acquisition process is as follows:
The Board will be authorised to acquire a maximum of 3,676,846 of the company’s own shares in such a manner that, when combined with the shares already owned by the company and its subsidiaries, the number of shares acquired on the basis of this authorisation will not at any given time exceed 3,676,846 shares, or 10 per cent of all shares of the company. Based on this authorisation, the Board may acquire a maximum of 3,676,846 shares in public trading arranged by Nasdaq OMX Helsinki Oy at a market price valid at the moment of acquisition, as well as a maximum of 200,000 shares issued on the basis of incentive schemes to individuals employed by SRV Group without consideration, or for no more than the price at which an individual within the sphere of an incentive scheme is obliged to convey a share, such that the maximum number of acquired shares nevertheless remains at 3,676,876. The aforementioned authorisations include the right to acquire shares other than in proportion to the holdings of 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 to the Board of Directors on 26 March 2014.
The Board of Directors shall decide on other terms relating to the acquisition.
16. Closing remarks
B. Materials for AGM 2015
The above-mentioned Board proposals included on the agenda, this notice to convene the Annual General Meeting 2015 and SRV Group’s financial statements, consolidated financial statements, Board report and Auditor’s report for the fiscal year 2014 will be made available on the SRV website at www.srv.fi/en/srv-company/investors/annual-general-meeting no later than on 4 March 2015. The Board proposals and other documents listed above will also be available at the meeting. In addition, SRV Group’s Annual Report 2014 will be made available on the company’s website no later than on 20 February 2015. The minutes of the meeting will be available on the company’s website from 8 April 2015 on-wards, at the latest.
C. Instructions for those attending the AGM
1. Entitlement to attend and registration
Shareholders recorded in the list of shareholders managed by Euroclear Finland Ltd. on the record date of 13 March 2015 are entitled to attend the Annual General Meeting. Shareholders with shares registered in a personal book-entry account are included in the company’s list of shareholders.
Shareholders wishing to attend the AGM are required to complete the registration for the meeting by 4.00 pm on Friday 20 March 2015. How to register for the Annual General Meeting:
a) on the SRV website at www.srv.fi/en/srv-company/investors/annual-general-meeting;
b) by phone, on +358 201 45 5218, on weekdays 9 am – 3 pm. Starting from 23 February 2015, registration is also possible by phone, on +358 201 45 5267, on weekdays 9 am – 3 pm; or
c) by post to the following address: SRV Group Plc, Legal Affairs/AGM, P.O. Box 555, FI-02601 Espoo, Finland.
Registrations via the web or post must arrive before the end of the registration period.
When registering to attend the AGM, individuals are required to provide the following in-formation: the shareholder’s name, date of birth/business ID, address and phone number, and the name of a representative or proxy, if any. Any personal information regarding a shareholder disclosed to the SRV Group will only be used in connection with the AGM and the related processing of registrations.
Upon request at the meeting venue, a shareholder, or his or her representative or proxy, must be able to present proof of identity and/or the right to act on behalf of a shareholder.
2. Right to appoint a proxy and letters of proxy
A shareholder is entitled to participate and make use of his or her rights as a shareholder at the Annual General Meeting by appointing a proxy.
A proxy is required to present a dated letter of proxy, or otherwise show in a reliable manner (e.g. a trade register excerpt) that he or she is entitled to act in this capacity on behalf of a shareholder. In the event that a shareholder is represented by more than one proxy representing shares held in different securities accounts, each proxy must state which shares he or she represents when registering to attend the AGM.
Originals of shareholders’ letters of proxy are asked to be submitted before the end of the registration period, by 4 pm on 20 March 2015, to the following address: SRV Group Plc, Legal Affairs/AGM, P.O. Box 555, FI-02601 Espoo, Finland.
3. Shareholders with nominee-registered holdings
Shareholders with nominee-registered holdings are entitled to attend the Annual General Meeting on the basis of shares held on the record date, i.e. 13 March 2015, that would entitle them to be included in the list of shareholders maintained by Euroclear Finland Ltd.
Attendance also requires that these shareholders are included temporarily in the list of shareholders maintained by Euroclear Finland Ltd. by 10 am on 20 March 2015. This is considered as registering a shareholder with nominee-registered holdings to attend the AGM.
Shareholders with nominee-registered holdings are encouraged to request their custodian bank for the necessary instructions concerning temporary registration in the list of shareholders, the issue of a letter of proxy and how to register to attend the AGM. Account managers at custodian banks are responsible for reporting any shareholders with nominee-registered holdings who wish to attend the AGM to the party maintaining the list of shareholders for such shareholders to be temporarily included in the list of shareholders no later than by the deadline given above.
4. Other instructions and information
Shareholders attending the Annual General Meeting shall be entitled under Chapter 5, Section 25 of the Companies Act to present questions to the meeting regarding the items on the agenda.
On the date of issue of the notice to convene the Annual General Meeting, i.e. 10 February 2015, the total number of shares owned by SRV Group Plc was 1,175,307 shares, representing an equal number of votes.
Espoo, 10 February 2015
SRV GROUP PLC
Board of Directors
Vice President, Communications
tel. +358 40 504 3321