SRV GROUP PLC STOCK EXCHANGE RELEASE 14 DECEMBER 2022 10:15 EET
SRV Group Plc: Proposals of the Shareholders’ Nomination Board to the Annual General Meeting 2023
The Shareholders' Nomination Board of SRV Group Plc submits the following proposals to the Annual General Meeting planned to be held on 27 March 2023:
The Nomination Board proposes that five members will be elected to the Board of Directors.
The Nomination Board proposes that present members Heli Iisakka, Timo Kokkila, Hannu Leinonen and Tomi Yli-Kyyny be re-elected as members of the Board of Directors and Matti Ahokas be elected as new member of the Board of Directors. In addition, Nomination Board proposes that Tomi Yli-Kyyny be re-elected as the Chairman of the Board of Directors.
All 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 Timo Kokkila. Timo Kokkila is not independent of the company based on overall evaluation, especially considering his consecutive membership of the Board of Directors for more than 10 years. He is not independent of the company’s significant shareholder AS Pontos Baltic, as he is the CEO of AS Pontos Baltic.
Of the current members of the Board of Directors Heikki Leppänen has informed that he no longer is available for re-election to the next term of the Board of Directors.
A presentation of the proposed new member Matti Ahokas is attached to this stock exchange release. The proposed current members of the Board of Directors are presented on SRV’s website: https://www.srv.fi/en/investors/cg/board-of-directors/members-board-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 2022: EUR 700). Travel expenses arising from work for the Board of Directors shall be reimbursed in accordance with the company’s travel policy.
The Nomination Board proposes that the aforementioned annual fees 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.
As Chairman of the Shareholders’ Nomination Board has acted Ilpo Kokkila (Chairman of the Board of Directors, Pontos Oy) and as members Mikko Mursula (Chief Investment Officer, Ilmarinen Mutual Pension Insurance Company), Vesa Aho (Executive Vice President, OP Financial Group) and Tomi Yli-Kyyny (Chairman of the Board of Directors, SRV Group Plc).
For further information, please contact:
Ilpo Kokkila, Chairman of SRV Group Plc’s Shareholders’ Nomination Board, tel. +358 (0)400 485 555, firstname.lastname@example.org
Anu Tuomola, SVP, General Counsel, tel. +358 (0)50 4143 280, email@example.com