Resolutions passed at SRV Group Plc's Annual General Meeting
SRV Group PLc's Annual General Meeting was held on 15 March 2011. The meeting adopted the 2010 financial statements and discharged the Board of Directors and CEO from liability for the financial period 1 January-31 December 2010.
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 18 March 2011 and the date of payment of dividend is 25 March 2011.
The number of members of the Board of Directors was confirmed to be six (6). Ilpo Kokkila, Arto Hiltunen, Timo Kokkila, Matti Mustaniemi and Ilkka Salonen were re-elected to the Board of Directors. Olli-Pekka Kallasvuo was elected as a new member. 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 2012. Mikko Rytilahti, authorised public accountant, will act as the principal auditor. It was decided that the auditors are reimbursed according to invoice.
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.
Acquisition of these shares will reduce the distributable equity of the company.
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, without consideration or for a maximum price of EUR 4.45 per share.
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 schemes or to be otherwise conveyed, held or cancelled.
The authorisations described above will remain in force for 18 months from the decision of the general meeting and cancel the authorisation granted by the annual general meeting on 16 March 2010.
The Board of Directors shall decide on any other terms related to share 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 treasury shares in deviation from the shareholders' pre-emptive subscription right if there are substantial financial reasons for the company to do so, related to issue against payment, and, in the case of a share issue without consideration, there are particularly substantial financial reasons regarding both the company and the best interests of all of its shareholders.
This authorisation can be exercised e.g. when issuing new shares or transferring treasury shares as consideration in corporate acquisitions, when the company acquires assets related to its business and as part of the company's incentive schemes.
The Board of Directors shall decide on any other issues related to the issue of shares.
This authorisation shall remain in force for five years from the decision of the general meeting and cancels the authorisation approved by the annual general meeting held on 16 March 2010.