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Srv Company / Investors / Annual General Meeting / AGM 2008 / Proposals of the Board of Directors 2008

Proposals of the Board of Directors 2008

Proposal of the Board of Directors to Authorise the Board of Directors to Resolve on the Acquisition of the Company's Own Shares 

The Board of Directors proposes that the Annual General Meeting (”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 share acquisition reduces 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 percent of all shares, may be acquired. 

The authorisation includes the right to acquire own shares otherwise than in proportion to the holdings of the shareholders. Shares will be acquired in public trading on the OMX Nordic Exchange Helsinki Oy (“Stock Exchange”) at the market price quoted at the time of repurchase. Shares shall be acquired and paid for in accordance with the Rules of Stock Exchange and the Finnish Central Securities Depositary Ltd. 

The Board of Directors may decide on all other matters relating to the acquisition of the company’s own shares. 

The authorisation shall be in force for 18 months from the decision of the Meeting.

Proposal of the Board of Directors to Authorise the Board of Directors to Resolve on the Transfer of Treasury Shares

 

 

The Board of Directors proposes that the Annual General Meeting (“Meeting”) authorises 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 provided that in a share transfer against payment the company has a persuasive economic reason for the deviation and provided that in a share transfer without consideration the company taking into account the interest of all its shareholders has a particularly persuasive economic reason for the deviation. 

The authorisation can be used e.g. 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.

The Board of Directors decides on all other matters relating to the transfer of treasury shares.

The authorisation shall be in force for two years from the decision of the Meeting.

Espoo, 17 March 2008

SRV Group Plc

BOARD OF DIRECTORS