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Srv Company / Investors / Annual General Meeting / AGM 2008

AGM 2008

Resolutions passed at SRV Group Plc's Annual General Meeting 2008

SRV Group PLc’s Annual General Meeting was held on 14 April 2008 in Helsinki. The meeting adopted the 2007 financial statements and discharged the Board of Directors and CEO from liability for the financial period 1 January – 31 December 2007.

It was decided that a dividend of EUR 0.12 per share will be paid as proposed by the Board of Directors. The record date of the dividend is 17 April 2008 and the date of payment of dividend is 24 April 2008.

The number of members of the Board of Directors was confirmed to be five (5). Ilpo Kokkila, Jukka Hienonen, Lasse Kurkilahti, Matti Mustaniemi and Markku Sarkamies were re-elected to the Board of Directors. Ilpo Kokkila was elected as the Chairman of the Board of Directors.

The Annual General Meeting decided that the fees for the members of the Board of Directors 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 a EUR 500 fee per meeting for the Board and Committee meetings. Travel expenses of the Board of Directors are reimbursed according to the company’s travel policy.

Authorised public accountant Jarmo Lohi was elected as principal auditor of the company and Ernst & Young Oy, a firm of authorised public accountants, with Mikko Rytilahti, authorised public accountant, as the responsible auditor, was elected as deputy auditor.

It was decided that the auditors are reimbursed according to invoice.

Authorisation to resolve on the acquisition the company’s own shares

As proposed by the Board of Directors, the meeting authorised 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 or when the company acquires assets relating to its business and as part of the company’s incentive programmes as well as 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 per cent 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 Meeting.

Authorisation to resolve on the transfer of treasury shares

As proposed by the Board of Directors, the Annual General Meeting authorised the Board of Directors to resolve in one or several instalments 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. as payment in corporate acquisitions or 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 Meeting.