SRV GROUP PLC NOTICE TO THE ANNUAL GENERAL MEETING 1 MARCH 2024 13:00 EET
Notice to the Annual General Meeting of SRV Group Plc
The Annual General Meeting of SRV Group Plc is to be held on Monday, 25 March 2024 at 4:00 p.m. (EET) in restaurant Derby at the address Tarvonsalmenkatu 15, 02600 Espoo. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 3:00 p.m. (EET).
The company’s shareholders can also exercise shareholder rights by voting in advance. Instructions concerning voting in advance are provided in section C of this notice.
Shareholders may submit questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the meeting also in writing before the general meeting. Instructions for submitting written questions are set out in section C of this notice.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize 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, the consolidated annual accounts, the report of the Board of Directors and the auditor’s report for the year 2023
Review by the President & CEO
The annual accounts, the consolidated annual accounts, the report of the Board of Directors and the auditor’s report are available on the company’s website at www.srv.fi/agm2024.
7. Adoption of the annual accounts and the consolidated annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that no dividend is distributed for the financial period ended on 31 December 2023 based on the balance sheet to be adopted.
9. Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability
10. Adoption of the remuneration report for governing bodies
The Board of Directors proposes that the remuneration report for 2023 be adopted. The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.
The remuneration report is available on SRV Group Plc’s website at www.srv.fi/agm2024.
11. Adoption of the remuneration policy for governing bodies
The Board of Directors proposes that the amended Remuneration Policy be adopted. The Remuneration Policy was last time presented to the Annual General Meeting on 26 March 2020. The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.
The remuneration policy is attached to this notice (Annex 1) as well as available on SRV Group Plc’s website at www.srv.fi/agm2024.
12. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the remuneration of members of the Board of Directors would remain unchanged and that the following annual fees would be paid:
• Board Chair, an annual fee of EUR 72,000,
• Vice Chair, an annual fee of EUR 48,000,
• Board member, an annual fee of EUR 36,000, and
• Chair of the Audit Committee, an annual fee of EUR 48,000, if he/she does not simultaneously act as Chair or Vice Chair of the Board of Directors.
In addition, the Nomination Board proposes that EUR 700 fee per member per meeting for Board and Committee meetings be paid (year 2023: EUR 700). Travel expenses arising from work for the Board of Directors shall be reimbursed in accordance with the company’s travel policy.
In addition, the Shareholders’ Nomination Board proposes the annual remuneration of the Board to be paid as a combination of company shares and cash in such a manner that 40% of the annual remuneration is paid in the company's shares, which will be purchased from the market on behalf of the members of the Board of Directors at a price determined in public trading, and 60% is paid in cash. The company will reimburse the transaction costs and capital transfer tax in connection with the purchase of the remuneration shares. The shares will be purchased within a period of two weeks beginning from the date following the publication of the quarterly result for the period 1 January - 31 March 2024. Meeting fees are proposed to be paid in cash.
13. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes that five (5) members be elected to the Board of Directors.
14. Election of members and Chair of the Board of Directors
The Shareholders’ Nomination Board proposes that present members Matti Ahokas, Heli Iisakka and Hannu Leinonen be re-elected as members of the Board of Directors and Ari Lehtoranta and Tuomas Kokkila be elected as new members of the Board of Directors. In addition, Nomination Board proposes that Ari Lehtoranta be 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 to be held in 2025.
The nominees have given their consent to the position, and they are independent of the company and of the company’s significant shareholders except for Tuomas Kokkila who is not independent of the company because he has been employed by SRV Group Plc until 31 July 2023 and not independent of significant shareholders because he is a Board member in Pontos Oy which exercises control in the company’s significant shareholder AS Pontos Baltic.
Presentations of the proposed new members Ari Lehtoranta and Tuomas Kokkila are available on SRV Group Plc’s website at www.srv.fi/agm2024.The proposed current members of the Board of Directors are presented on SRV’s website: https://www.srv.fi/en/srv-as-a-company/investor/governance/board-directors/members-board-directors/introductions-board/.
15. Resolution on the remuneration of the Auditor
The Board of Directors proposes based on the recommendation of the Audit Committee that the Auditor be reimbursed as per an approved invoice.
16. Election of the Auditor
Following the recommendation of the Audit Committee, the Board of Directors of SRV Group Plc proposes based on the competitive tendering of the audit, that the audit firm PricewaterhouseCoopers Oy be appointed as the company’s auditor for the 2024 financial year. If PricewaterhouseCoopers Oy is elected as the Auditor of the company, APA Jukka Torkkeli has been notified to act as the responsible auditor.
If PricewaterhouseCoopers Oy will be elected as the Auditor of the company, it will also carry out the assurance of the company’s sustainability reporting for the financial year 2024 in accordance with the transitional provision of the act changing the Finnish Limited Liability Companies Act (1252/2023) and will be reimbursed for this task as per an approved invoice.
17. Authorizing the Board of Directors to resolve on acquiring the company’s own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the acquisition of the company’s own shares using the company’s unrestricted equity as follows:
The Board of Directors is authorized to acquire 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.
Own shares may be acquired at the market price quoted on their trading venue at the time of the acquisition or otherwise at the market price. Own shares may be acquired otherwise than in proportion to the existing holdings of the shareholders. Shares may be acquired in one or several instalments.
The company’s own shares may be acquired, inter alia, for use as payment in corporate acquisitions, when the company acquires assets relating to its business, as part of the company’s incentive programmes or the management’s incentive schemes or to be otherwise conveyed, held, or cancelled. The Board of Directors is authorized to resolve on all other terms and conditions of the acquisition of the shares.
The authorization is valid until 30 June 2025. It revokes the authorization granted to the Board of Directors at the Annual General Meeting on 27 March 2023 to resolve on the acquisition of the company’s own shares.
18. Authorizing the Board of Directors to resolve on the issuance of shares and special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the issuance of shares and issuance of special rights entitling to shares as follows:
The Board of Directors may resolve 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 Limited Liability Companies Act either for consideration or free of consideration in one or several instalments. The Board of Directors may also resolve on the issuance of new shares free of consideration to the company itself in one or more instalments.
Under the authorization, the number of shares to be issued or the number of reissued shares held by the company, shall not exceed 1,700,000 shares. Any shares issued on the basis of special rights entitling to shares are included in the aforementioned aggregate amount.
New shares may be issued, the company’s own shares held by the company reissued and/or other special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Limited Liability Companies Act may be granted in deviation from the pre-emption rights of shareholders only if there exists a weighty financial reason for the company. A directed share issue may be free of consideration only if there exists, for the company and taking into account the interests of all its shareholders, a particularly weighty financial reason.
The authorization may be used, inter alia, when issuing new shares or conveying shares as consideration in corporate acquisitions, when the company acquires assets relating to its business, in order to strengthen the company’s capital structure and for implementing incentive programmes.
The Board of Directors is authorized to resolve on all other terms and conditions of the issuance of shares and special rights entitling to shares.
The authorization is valid until 30 June 2025. It revokes the authorization granted to the Board of Directors at the Annual General Meeting on 27 March 2023 to resolve on share issues and granting of special rights.
19. Closing of the meeting
B. Documents of the general meeting
The proposals for the resolutions on the matters on the agenda of the Annual General Meeting, the remuneration policy as well as this notice are available on SRV Group Plc’s website at the address www.srv.fi/agm2024.
The annual report of SRV Group Plc for the year 2023 including the annual accounts, the consolidated annual accounts, the report of the Board of Directors, the Auditor’s report and the remuneration report is available on the above-mentioned website. The proposals for the resolutions and the other above-mentioned documents will also be available at the Annual General Meeting.
The minutes of the meeting will be available on the above-mentioned website at latest on 8 April 2024.
C. Instructions for the participants in the Annual General Meeting
1. Shareholder registered in the shareholders’ register
Each shareholder, who is registered on the record date of the Annual General Meeting, i.e., on 13 March 2024 in the shareholders’ register of the company held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
Preregistration for the Annual General Meeting commences on 1 March 2024 at 4:00 p.m. (EET). A shareholder registered in the shareholders’ register of the company, who wishes to participate in the Annual General Meeting shall preregister at latest on 20 March 2024 at 4:00 p.m. (EET) by giving a prior notice of attendance, which shall be received by the company no later than on the above-mentioned date and time.
Such notice can be given:
a) On the company’s website at www.srv.fi/agm2024.
Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a bank ID, or a mobile certificate.
b) By e-mail to Innovatics Ltd to agm@innovatics.fi. Shareholders registering by mail or e-mail shall submit the registration form and eventual advance voting form available on the company’s website www.srv.fi/agm2024 or equivalent information.
c) By regular mail to the following address: Innovatics Ltd, General Meeting / SRV Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki. Shareholders registering by mail shall submit the registration form and eventual advance voting form available on the company’s website www.srv.fi/agm2024 or equivalent information.
When registering to attend the general meeting, individuals are required to provide the following information: the shareholder’s name, date of birth or business ID, e-mail address, address and phone number, and the name of a possible assistant and the name and date of birth of a possible proxy representative.
The personal data given to SRV Group Plc or to Innovatics Ltd is used only in connection with the general meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the meeting venue.
Additional information on registration and advance voting during the registration period is also available by telephone at during the registration period of the general meeting by calling Innovatics Ltd at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m. to 4:00 p.m.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e., on 13 March 2024 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 20 March 2024 by 10:00 a.m. (EET). As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in the holding of shares that take place after the record date of the general meeting have no effect on the right to participate or to vote in the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions from the custodian bank regarding the temporary registration in the shareholders’ register, the issuing of proxy documents and voting instructions and preregistration for the Annual General Meeting as well as advance voting. The account manager of the custodian bank shall register a holder of nominee registered shares who wants to participate in the general meeting into the temporary shareholders’ register of the company by the above-mentioned date at latest and, if necessary, arrange advance voting on behalf of the holder of nominee registered shares before the end of the registration period applicable to holders of nominee registered shares.
Further information is available on the company’s website at www.srv.fi/agm2024.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A shareholder’s proxy may also elect to vote in advance as described in this notice if they so wish. The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which they will be able to register and, if necessary, vote in advance on behalf of the shareholder, who they represent.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. Proving the right to represent can be done by using the suomi.fi e-Authorizations service available in the electronic registration service. A template for a proxy document and voting instructions is available at the company’s website at www.srv.fi/agm2024 after the start of the preregistration period. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.
Possible proxy documents should be delivered preferably as an attachment with the electronic registration or alternatively by mail before the last date for registration at latest on 20 March 2024 at 4:00 p.m. (EET), to the address Innovatics Ltd, General Meeting / SRV Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi.
In addition to submitting proxy documents, a shareholder or her/his proxy representative shall ensure that she/he has registered for the Annual General Meeting in the manner described above in this notice.
4. Voting in advance
Shareholders, whose shares are registered on his/her personal Finnish book-entry account can vote in advance on items 7–18 on the agenda during the period 1 March 2024 at 4:00 p.m. (EET)–20 March 2024 at 4:00 p.m. (EET):
- On the company’s website www.srv.fi/agm2024. Login to the service is done in the same way as for registration in section C.1 of this notice.
- By mail by submitting the advance voting form available on the company's website or equivalent information to Innovatics Ltd at Innovatics Ltd, General Meeting / SRV Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
- By e-mail by submitting the advance voting form available on the company’s website or equivalent information to Innovatics Ltd by e-mail at agm@innovatics.fi.
Advance votes must be received by the time the advance voting ends. In addition to voting in advance a shareholder shall preregister to the general meeting before the last date for registration.
A shareholder who has voted in advance cannot exercise the right to ask questions under the Finnish Limited Liability Companies Act and has no right to demand a vote unless he/she attends the general meeting in person or by proxy at the meeting venue.
Advance voting for holders of nominee registered shares is carried out via the account manager. The account manager may vote in advance on behalf of the holders of nominee registered shares he/she represents in accordance with the voting instructions given by the holders of nominee registered shares during the registration period applicable to holders of nominee registered shares.
The proposal for a resolution subject to an advance vote shall be deemed to have been submitted unchanged to the general meeting. The terms of the electronic advance voting and other instructions are available on the company’s website at www.srv.fi/agm2024..
5. Other instructions and information
The meeting will be held in Finnish.
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder may also present questions with respect to the matters to be considered at the general meeting in advance by 18 March 2024 by e-mail to yhtiokokous@srv.fi. The company’s management will answer such questions submitted in writing in advance at the general meeting.
Changes in the holding of shares that take place after the record date have no effect on the right to participate or to vote in the general meeting.
On the date of this notice to the general meeting 1 March 2024, the total number of shares in SRV Group Plc is 16,982,343 shares, representing an equal number of votes.
In Espoo, on 1 March 2024
SRV GROUP PLC
Board of Directors
For further information, please contact:
Anu Tuomola, Senior Vice President, General Counsel, tel. +358 50 414 3280, anu.tuomola@srv.fi
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SRV in brief
SRV is a Finnish developer and innovator in the construction industry. We are building a more sustainable and responsible urban environment that fosters economic value and takes the wellbeing of both the environment and people into consideration. We call this approach lifecycle wisdom. Our genuine engagement and enthusiasm for our work comes across in every encounter – and listening is one of our most important ways of working. We believe that the only way to change the world is through discussion.
Our company, established in 1987, is listed on the Helsinki Stock Exchange. We operate in growth centres in Finland. In 2023, our revenue totalled EUR 610 million. In addition to approximately 800 in-house staff, we had a network of around 3,300 partners.
SRV – Building for life