SRV Group Plc’s Annual General Meeting was held on 27 March 2023 at the company’s headquarters in Espoo. The Annual General Meeting adopted SRV Group Plc’s financial statements and discharged the Board of Directors and the President & CEO from liability for the financial period 1 January–31 December 2022. The Annual General Meeting adopted the Remuneration Report for the company’s governing bodies for the financial year 2022. The resolution was advisory. The Annual General Meeting also decided on the dividend distribution, the number of Board of Directors, the composition and Chair of the Board of Directors and their remuneration, the election and remuneration of the auditor, partial amendment of the Articles of Association as well as authorised the Board of Directors to decide on the repurchase of company shares and share issues/issue of special rights.
It was decided that no dividend is distributed for the financial year 2022, as proposed by the Board of Directors.
Members and Chair of the Board of Directors and remuneration
The number of members of the Board of Directors was confirmed to be five (5). Timo Kokkila M.Sc. (Eng.), Tomi Yli-Kyyny M.Sc. (Eng.), Hannu Leinonen M.Sc. (Eng.) and Heli Iisakka M.Sc. (Econ.) were re-elected to the Board of Directors. Matti Ahokas M.Sc. (Econ.) was elected as new member of the Board of Directors. Tomi Yli-Kyyny was elected as the Chair of the Board of Directors. The term of office of members of the Board of Directors will end at the close of the Annual General Meeting held in 2024.
The Annual General Meeting confirmed that the following annual fees would be paid for the members of the Board: Board Chair EUR 72,000, Vice Chair EUR 48,000, Board member EUR 36,000 and Chair of the Audit Committee EUR 48,000, if he/she does not simultaneously act as Chair or Vice Chair of the Board of Directors.
In addition, a EUR 700 fee per member per meeting shall be paid for Board and Committee meetings. Travel expenses arising from work for the Board of Directors shall be reimbursed in accordance with the company’s travel policy.
The aforementioned annual fees will be paid in SRV Group Plc’s shares and in cash, with approximately 40% of the remuneration paid in shares. After the transfer of shares, the remaining amount is to be paid in cash. The company will acquire the shares in the name and on behalf of the Board members. The company is responsible for the costs arising from the acquisition of the shares. The shares are to be acquired within two weeks from the publishing of the interim report for the first quarter of 2023, or as soon as it is possible in accordance with applicable legislation.
Auditor and remuneration
PricewaterhouseCoopers Oy, a firm of authorised public accountants, was elected as the company’s Auditor for a term continuing until the close of the Annual General Meeting 2024. PricewaterhouseCoopers Oy has notified that authorised public accountant (APA) Markku Katajisto will act as the responsible auditor. The Auditor’s remuneration was confirmed as payable as per an approved invoice.
Partial amendment of the Articles of Association
The article 11 of the Articles of Association was amended by the Annual General Meeting to enable holding a general meeting completely without a meeting venue as so-called remote meeting. In addition, for the sake of clarity, a technical amendment was made to sections 5) and 8) of article 11 of the Articles of Association to eliminate references to several auditors and deputy auditor.
Authorisation to decide on the acquisition of the company’s own shares
The Annual General Meeting authorised the Board of Directors to resolve on the acquisition of the company’s own shares using the company’s unrestricted equity as proposed by the Board of Directors. The authorisation covers the purchasing of a maximum of 1,700,000 shares in the company so that the number of shares acquired on the basis of the authorization, when combined with the shares already owned by the company and its subsidiaries, does not at any given time exceed a total of 10 percent of all shares in the company.
The authorization is valid until 30 June 2024. It revokes the authorization granted to the Board of Directors at the Extraordinary General Meeting on 30 May 2022 to decide on the repurchase of the company’s own shares.
Authorisation to decide on a share issue and on the issue of special rights
The Annual General Meeting authorised the Board of Directors to resolve on a share issue and granting of special rights as proposed by the Board of Directors. The authorisation can be used to decide on the issuance of new shares or the reissuance of shares held by the company and/or granting of other special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Companies Act either for consideration or free of consideration in one or several instalments so that the number of shares shall not exceed 1,700,000. The Board of Directors may also decide on the issuance of new shares free of consideration to the company itself in one or more issues.
The authorization shall be in force until 30 June 2024. The authorization revokes the authorization granted to the Board of Directors at the Extraordinary General Meeting on 30 May 2022 to decide on share issues and granting of special rights.
Materials and links
Minutes of the Annual General Meeting (in Finnish)
Notice to the Annual General Meeting
Proposals for decisions (pdf)
Annual Report 2022, incl. the annual accounts, the report of the Board of Directors and the auditor’s report
Remuneration Report 2022
Proxy document (word)
Presentations of the nominees for the Board of Directors:
- 3 March 2023 Publication of the notice to the AGM
- 3 March 2023 Registration and advance voting begin
- 15 March 2023 Record date of the AGM
- 20 March 2023 Deadline for advance questions from shareholders
- 22 March 2023 at 10:00 AM (EET) Registration and advance voting closes for holders of nominee registered shares
- 22 March 2023 at 4:00 PM (EET) Registration and advance voting closes
- 27 March 2023 at 4:00 PM (EEST) Annual General Meeting
- 10 April 2023 Minutes of the AGM available on this website