NOTICE TO SRV GROUP PLC’S ANNUAL GENERAL MEETING

 

Shareholders of SRV Group Plc are hereby invited to attend the annual general meeting to be held at 4.00 p.m. on Tuesday, 15 March 2011 at SRV Group Plc Head Office, address Niittytaival 13, 02200 Espoo, Finland. Reception of attendees registered for the meeting and the distribution of voting tickets will commence at 3 p.m.

A.  Matters on the agenda of the general meeting

At the general meeting, the following matters will be considered:

1.  Opening of the meeting

2.  Calling the meeting to order

3.  Election of persons to confirm the minutes and supervise the counting of votes

4.  Recording the legality of the meeting

5.  Recording attendance of the meeting and adoption of list of votes

6.  Presentation of the annual accounts, consolidated annual accounts, the report of the Board of Directors and the auditor’s report for the year 2010

Presentation of the report of the CEO and president

7. Adoption of the annual accounts

8. Resolution on the use of profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes to the general meeting that a dividend of EUR  0.12 per share be distributed for the financial year ended on 31 December 2010. This dividend will be paid to shareholders who, on the dividend record date of 18 March 2011, are entered as shareholders in the company’s shareholder register held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on 25 March 2011.

9. Resolution on the discharge of members of the Board of Directors and the CEO from liability

10. Resolution on the remuneration of members of the Board of Directors

The Nomination and Remuneration committee of the Board of Directors proposes the fees for members of the Board of Directors for the term up to the close of the annual general meeting held in 2012 be EUR 5000 per month for the Chairman, EUR 4000 per month for the Vice Chairman and EUR 3000 per month per member as well as an EUR 500 fee per meeting for Board and Committee meetings. In addition, travel expenses for the Board of Directors shall be reimbursed in accordance with the company’s travel policy.

11. Resolution on the number of members of the Board of Directors

The Nomination and Remuneration Committee of the Board of Directors proposes to the general meeting that six (6) members be elected to the Board of Directors.

12. Election of members and Chairman of the Board of Directors

The Nomination and Remuneration Committee of the Board of Directors proposes to the general meeting that the current members Arto Hiltunen, Ilpo Kokkila, Timo Kokkila, Matti Mustaniemi and Ilkka Salonen be re-elected, and as a new member Olli-Pekka Kallasvuo be elected, to the Board of Directors. The nominees have agreed to their membership of the Board. The term of members of the Board of Directors will end at the close of the annual general meeting held in 2012.

The Nomination and Remuneration Committee of the Board of Directors proposes to the general meeting that Ilpo Kokkila be elected as Chairman of the Board of Directors.

Information on the persons proposed for Board membership is available on SRV Group Plc’s website www.srv.fi/agm.

13. Resolution on the remuneration of the auditor

The Audit Committee of the Board of Directors proposes to the general meeting that the auditor be reimbursed as per the approved invoice presented by the same.

14. Election of Auditor

The Audit Committee of the Board of Directors proposes to the general meeting that Ernst & Young Oy, a firm of authorised public accountants, be elected as auditor of the company for the term until the close of the annual general meeting of 2012. Ernst & Young Oy has notified that Mikko Rytilahti, authorised public accountant, will act as the responsible auditor.

16. Authorising the Board of Directors to decide on the acquisition of the company’s own shares

The Board of Directors proposes that the general meeting authorise 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. It is proposed that the acquisition be carried out as follows:

The Board of Directors is authorised to acquire a maximum of 3,676,846 shares of the company in public trading arranged by Nasdaq OMX Helsinki Oy at a market price valid at the moment of acquisition, 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, or 10% of all shares of the company, and a maximum of 2,400,000 shares of the company in public trading arranged by Nasdaq OMX Helsinki Oy or otherwise, without consideration or for a maximum price of EUR 4.45 per 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 general meeting and cancel the authorisation granted by the annual general meeting on 16 March 2010.

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

17. Authorising the Board of Directors to decide on share issues

The Board of Directors proposes that the general meeting authorise the Board of Directors to decide on the issue of new shares or the transfer of treasury shares against payment or without consideration.

The Board of Directors may, on the basis of this authorisation, resolve to issue new shares or to transfer treasury shares in one or several instalments, so that the aggregate maximum number of new shares and treasury shares transferred on the basis of the authorisation is 3,676,846 shares. 

The Board of Directors may, on the basis of said authorisation, resolve to issue new shares or to transfer treasury shares in one or several instalments, so that the aggregate maximum number of new shares and treasury shares transferred on the basis of the authorisation is 3,676,846 shares. The authorisation includes the right to issue new shares or to transfer the treasury shares in deviation from the shareholders’ pre-emptive subscription right under the terms of the Companies Act.

This authorisation can be exercised e.g. when issuing new shares or transferring shares as consideration in corporate acquisitions, when the company acquires assets related to its business and as part of the company’s incentive programmes.

The authorisation shall remain in force for five years from the decision of the general meeting and cancels the authorisation granted by the annual general meeting on 16March 2010.

17. Closing of the meeting

B.  Documents of the general meeting

The aforementioned proposals of the Board of Directors to the agenda of the general meeting, this notice and SRV Group Plc’s annual accounts, consolidated annual accounts, the report of the Board of Directors and the auditor’s report for the financial year 2010 are available at SRV Group Plc’s website www.srv.fi/agm starting from the publishing of this notice. In addition, the Annual Report of SRV is available at the company’s website on 28 February 2011, at the latest. The proposals of the Board of Directors and other aforementioned documents are also available at the general meeting. Copies of these documents and of this notice will be sent to shareholders upon request. Minutes of the Annual General Meeting are available at the aforementioned website starting from 29 March 2011, at the latest.

C. Instructions for participants in the general meeting

1.  The right to participate and registration

Each shareholder who is registered on 3 March 2011 in the company’s shareholders’ register held by Euroclear Finland Ltd., has the right to participate in the general meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account, is considered registered in the company’s shareholders’ register.

Any shareholder registered in the company’s shareholders’ register who wishes to participate in the general meeting must register for it no later than 4.00 p.m. on 10 March 2011, by giving prior notice of their participation. Such notice can be given:

a) on the company’s website www.srv.fi/agm;

b) by telephone +358 201 455 218 or +358 201 455 212 on weekdays between 9.00 a.m. and 3.00 p.m.; or

c) by regular mail to the address SRV Group Plc, Legal Affairs/AGM, P.O. Box 500, FI-02201 Espoo, Finland.

Notices made via the internet or by letter shall arrive at the company before the expiry of the period of notice.

In connection with registration, each shareholder must notify his/her name, date of birth/Business ID, address, telephone number and the name of a possible assistant or proxy representative. Any personal data issued by shareholders to SRV Group Plc shall be used solely in connection with the annual general meeting and the required registration procedures related to the meeting.

2.  Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation.

A proxy representative shall present a dated proxy document or, otherwise and in a reliable manner (e.g. a trade register extract), demonstrate his/her right to represent the shareholder at the general meeting. If the shareholder participates in the general meeting by way of several proxies who represent the shareholder’s shares in different securities accounts, the shares in respect of which each proxy represents the shareholder must be notified in connection with registration.

Original copies of any proxy documents should be delivered before the expiry of the period of notice, to the address SRV Group Plc, Legal Affairs/AGM, P.O. Box 500, FI-02201 Espoo, Finland.

3.  Holders of nominee registered shares

Shareholders with nominee-registered holdings are entitled to attend the AGM on the basis of shares based on which he/she on the record date, i.e. on 3 March 2011, would be entitled to be included in the list of shareholders maintained by Euroclear Finland Oy.

Attendance also requires that these shareholders are included temporarily in the list of shareholders maintained by Euroclear Finland Oy by 10.00 am on 10 March 2011 at the latest. This is considered as registering a shareholder with nominee-registered holdings to attend the AGM.

In good time, a holder of nominee registered shares is advised to request the necessary instructions regarding registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organisation of the custodian bank shall register any holder of nominee registered shares who wishes to participate in the general meeting as temporarily entered in the shareholders’ register of the company, by the aforementioned date and time at the latest.

4. Other instructions and information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice of a general meeting, 16 February 2011, the total number of shares in SRV Group Plc is 957.916 shares and the total number of votes in SRV Group Plc is 957.916  votes.

Espoo, 16 February 2011

SRV GROUP PLC
Board of Directors

Further information:
Katri Innanen, Chief Legal Counsel, tel +358 400 678 898

  

Distribution: NASDAQ OMX Helsinki, main media 

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