Resolutions passed at SRV Group Plc's Annual General Meeting
SRV Group Plc's Annual General Meeting was held on 16 March 2010. The meeting adopted the 2009 financial statements and discharged the Board of Directors and CEO from liability for the financial period 1 January-31 December 2009.
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 9 March 2010 and the date of payment of dividend is 26 March 2010.
The number of members of the Board of Directors was confirmed to be six (6). Ilpo Kokkila, Lasse Kurkilahti and Matti Mustaniemi were re-elected to the Board of Directors. Arto Hiltunen, Timo Kokkila and Ilkka Salonen were elected as new members. 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.
Ernst & Young Oy, a firm of authorised public accountants, was elected as auditor of the company for the term until the close of the annual general meeting in 2011. Mikko Rytilahti, authorised public accountant, will act as the principal auditor. It was decided that the auditors are reimbursed according to invoice.
Amendment of the Articles of Association
The general meeting amended the Articles of Association of SRV Group Plc as follows:
"Section 9 The notice of a general meeting is published on the company's Internet pages and in one national newspaper no earlier than three months and no later than three weeks before the meeting. However, said notice of general meeting must be published no less than nine days before the general meeting record date, as defined by the Limited Liability Companies Act."
This change is due to an amendment to the Limited Liability Companies Act.
Authorisation to decide on the acquisition of the company's own shares
The general meeting authorised the Board of Directors to decide on the acquisition of the company's own shares, using the company's unrestricted equity. This share acquisition will reduce the company's distributable equity. It is proposed that the acquisition be carried out as follows:
The Board of Directors is authorised to acquire a maximum of 3,676,846 shares of the company in public trading arranged by Nasdaq OMX Helsinki Oy at a market price valid at the moment of acquisition, so that the number of shares acquired on the basis of this authorisation when combined with the shares already owned by the company and its subsidiaries does not at any given time exceed 3,676,846 shares, or 10% of all shares of the company, and a maximum of 2,400,000 shares of the company in public trading arranged by Nasdaq OMX Helsinki Oy or otherwise for a maximum price of EUR 4.45 per share, the maximum being, however 3,676,846 shares. The aforementioned authorisations include the right to acquire own shares otherwise than in proportion to the holdings of the shareholders. Shares acquired on the basis of this authorisation may be acquired in one or several instalments.
The company's own shares can be acquired for use e.g. as payment in corporate acquisitions, when the company acquires assets relating to its business, as part of the company's incentive programmes or to be otherwise conveyed, held or cancelled.
The authorisations as described above shall be in force for 18 months from the decision of the general meeting and cancel the authorisation granted by the annual general meeting on 24 March 2009.
The Board of Directors shall decide on other terms relating to the acquisition.
Authorisation to decide on share issues
The general meeting authorised the Board of Directors to decide on the issue of new shares or the transfer of treasury shares against payment or without consideration.
The Board of Directors may, on the basis of this authorisation, resolve to issue new shares or to transfer treasury shares in one or several instalments, so that the aggregate maximum number of new shares and treasury shares transferred on the basis of the authorisation is 3,676,846 shares.
The authorisation includes the right to issue new shares or to transfer the treasury shares in deviation from the shareholders' pre-emptive subscription right under the terms of the Companies Act.
This authorisation can be exercised e.g. when issuing new shares or transferring shares as consideration in corporate acquisitions, when the company acquires assets related to its business and as part of the company's incentive programmes.
The authorisation shall remain in force for two years from the decision of the general meeting and cancels the authorisation granted by the annual general meeting on 24 March 2009.