Resolutions passed at SRV Group Plc’s Annual General Meeting
SRV Group Plc's Annual General Meeting was held on 20 March 2013. The meeting adopted the 2012 financial statements and discharged the Board of Directors and CEO from liability for the financial period 1 January - 31 December 2012.
It was decided that a dividend of EUR 0.06 per share will be paid as proposed by the Board of Directors. The record date of the dividend is 25 March 2013 and the date of payment of dividend is 3 April 2013.
The number of members of the Board of Directors was confirmed to be six (6). Ilpo Kokkila, Minna Alitalo, Arto Hiltunen, Olli-Pekka Kallasvuo and Timo Kokkila were re-elected to the Board of Directors. Risto Kyhälä 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 2014. Mikko Rytilahti, authorised public accountant, will act as the principal auditor. It was decided that the auditors are reimbursed according to accepted 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 1,000,000 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 14 March 2012.
The Board of Directors shall decide on any other terms related to share acquisition.
Amendment of the Articles of Association
The Annual General Meeting decided to amend the Articles of Association so that the notice of a general meeting is published on the company's Internet pages. Additionally, the Board of Directors may decide on publishing of notice of general meeting or announcement corcerning the notice of general annual meeting in a newspaper.