Notice is given to the shareholders of SRV Group Plc of the annual general
meeting to be held on Tuesday, 24 March 2009 at 4.00 p.m. at SRV Group Plc Head
Office, address Niittytaival 13, 02200 Espoo, Finland. The reception of persons
who have 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 to 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 annual accounts, consolidated annual accounts, the report
of the Board of Directors and the auditor's report for the year 2008
7. Adoption of the annual accounts and the consolidated 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 is distributed for the financial year ended on 31 December 2008.
Dividend is paid to the shareholders who on the dividend record date of 27 March
2009 are entered as shareholders to the company's shareholder register held by
Euroclear Finland Ltd. The Board of Directors proposes that dividend is paid on
3 April 2009.
9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes to the general meeting according to the
recommendation by the Nomination and Remuneration Committee that the fees for
the members of the Board of Directors for the term until the close of the annual
general meeting in 2010 are 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 an
EUR 500 fee per meeting for the Board and Committee meetings. In addition travel
expenses of the Board of Directors are reimbursed according to the company's
travel policy.
11. Resolution on the number of members of the Board of Directors
The Board of Directors proposes to the general meeting according to the
recommendation by the Nomination and Remuneration Committee that five (5)
members are elected to the Board of Directors.
12. Election of members and Chairman of the Board of Directors
The Board of Directors proposes to the general meeting according to the
recommendation by the Nomination and Remuneration Committee that from the
current members Jukka Hienonen, Ilpo Kokkila, Lasse Kurkilahti and Matti
Mustaniemi are re-elected and Hannu Leinonen is elected as a new member to the
Board of Directors. The nominees have given their consent for the position. The
term of the members of the Board of Directors ends at the close of the annual
general meeting in 2010.
The Board of Directors proposes to the general meeting according to the
recommendation by the Nomination and Remuneration Committee that that Ilpo
Kokkila is elected as the 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 Board of Directors proposes to the general meeting according to the
recommendation by the Audit Committee that the auditor is reimbursed according
to invoice.
14. Election of auditor
The Board of Directors proposes to the general meeting according to the
recommendation by the Audit Committee that Ernst & Young Oy, a firm of
authorised public accountants, is elected as auditor of the company for the term
until the close of the annual general meeting in 2010. Ernst & Young Oy has
informed that Mikko Rytilahti, authorised public accountant, will act as the
responsible auditor.
15. Authorising the Board of Directors to resolve on the acquisition of the
company's own shares
The Board of Directors proposes that the general meeting authorises the Board of
Directors to resolve on the acquisition of the company's own shares, in one or
more instalments, with the company's unrestricted equity.
The company's own shares can be acquired in order to be used 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.
A maximum of 3 676 846 own shares, or a lower amount that in addition to the
shares already owned by the company and its subsidiaries is less than 10 percent
of all shares, may be acquired on the basis of the authorisation. The
authorisation includes the right to acquire own shares otherwise than in
proportion to the holdings of the shareholders.
The authorisation is in force for 18 months from the decision of the general
meeting and it cancels the authorisation resolved by the annual general meeting
on 14 April 2008.
16. Authorising the Board of Directors to resolve on the transfer of treasury
shares
The Board of Directors proposes that the general meeting authorises the Board of
Directors to resolve on the transfer of treasury shares against payment or
without consideration.
The Board of Directors may, on the basis of the authorisation, resolve to
transfer treasury shares in one or several instalments, so that the aggregate
maximum number of treasury shares transferred on the basis of the authorisation
will be 3 676 846 shares.
The authorisation includes the right to transfer the treasury shares in
deviation from the shareholders' pre-emptive subscription right on the terms of
the Companies Act.
The authorisation can be used e.g. when transferring shares as consideration in
corporate acquisitions, when the company acquires assets relating to its
business and as part of the company's incentive programmes.
The authorisation is in force for two years from the decision of the general
meeting and it cancels the authorisation resolved by the annual general meeting
on 14 April 2008.
17. Closing of the meeting
B. Documents of the general meeting
The proposals of the Board of Directors relating to 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 2008 are available at SRV Group Plc's website www.srv.fi/agm. The
proposals of the Board of Directors and the annual accounts are also available
at the general meeting. Copies of these documents and of this notice will be
sent to shareholders upon request.
C. Instructions for the participants in the general meeting
1. The right to participate and registration
Each shareholder, who is registered on 13 March 2009 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the general meeting. A shareholder, whose shares are registered
on his/her personal book-entry account, is registered in the shareholders'
register of the company.
A shareholder, who wants to participate in the general meeting, shall register
for the meeting no later than 18 March 2009 by 4 p.m. by giving a prior notice
of participation. Such notice can be given:
a) on the company's website www.srv.fi/agm;
b) by telephone +358 201 455 218 or +358 201 455 230 on weekdays between 9 a.m.
and 3:30 p.m.; or
c) by regular mail to address SRV Group Plc, Legal Affairs/AGM, P.O. Box 500,
FI-02201 Espoo, Finland.
Notices made via internet or by letter shall arrive at the company before the
expiry of the period of notice.
In connection with the registration, a shareholder shall notify his/her name,
date of birth/Business ID, address, telephone number and the name of a possible
assistant. 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.
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 produce a dated proxy document or otherwise in a
reliable manner (e.g. trade register extract) demonstrate his/her right to
represent the shareholder at the general meeting.
Possible proxy documents should be delivered in originals before the expiry of
the period of notice to address SRV Group Plc, Legal Affairs/AGM, P.O. Box 500,
FI-02201 Espoo, Finland.
3. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in the general
meeting, must be entered into the shareholders' register of the company on the
record date 13 March 2009 of the meeting.
A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholders' register of the
company, the issuing of proxy documents and registration for the general meeting
from his/her custodian bank.
4. Other instructions and information
On the date of this notice to the general meeting 2 March 2009, the total number
of shares in SRV Group Plc is 36 768 468 shares and the total number of votes in
SRV Group Plc is 36 768 468 votes.
Espoo, 2 March 2009
SRV GROUP PLC
Board of Directors
Distribution:
NASDAQ OMX Helsinki
Media
