NOTICE TO CONVENE ANNUAL GENERAL MEETING
SRV Group Plc Notice to convene annual general meeting 18 February 2010 at
9.45 a.m. EET
Shareholders of SRV Group Plc are hereby invited to attend the annual general
meeting to be held at 4.00 p.m. on Tuesday, 16 March 2010 at SRV Group Plc Head
Office, address Niittytaival 13, 02200 Espoo, Finland. Reception of attendees
registered for the meeting and the distribution of voting tickets will commence
at 3 p.m.
A. Matters on the agenda of the general meeting
At the general meeting, the following matters will be considered:1.
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to confirm the minutes and supervise the counting of
votes
4. Recording the legality of the meeting
5. Recording attendance of the meeting and adoption of list of votes
6. Presentation of the annual accounts, consolidated annual accounts, the report
of the Board of Directors and the auditor's report for the year 2009
7. Adoption of the annual accounts
8. Resolution on the use of profit shown on the balance sheet and the payment of
dividend
The Board of Directors proposes to the general meeting that a dividend of EUR
0.12 per share be distributed for the financial year ended on 31 December 2009.
This dividend will be paid to shareholders who, on the dividend record date of
19 March 2010, are entered as shareholders in the company's shareholder register
held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend
be paid on 26 March 2010.
9. Resolution on the discharge of members of the Board of Directors and the CEO
from liability
10. Resolution on the remuneration of members of the Board of Directors
The Board of Directors proposes to the general meeting that, in accordance with
the recommendation by the Nomination and Remuneration committee, the fees for
members of the Board of Directors for the term up to the close of the annual
general meeting held in 2011 be EUR 5,000 per month for the Chairman, EUR 4,000
per month for the Vice Chairman and EUR 3,000 per month per member as well as an
EUR 500 fee per meeting for Board and Committee meetings. In addition, travel
expenses for the Board of Directors shall be reimbursed in accordance with the
company's travel policy.
11. Resolution on the number of members of the Board of Directors
The Board of Directors proposes to the general meeting that, in accordance with
the recommendation by the Nomination and Remuneration Committee, six (6) members
be elected to the Board of Directors.
12. Election of members and Chairman of the Board of Directors
The Board of Directors proposes to the general meeting that, in accordance with
the recommendation by the Nomination and Remuneration Committee, from the
current members Ilpo Kokkila, Lasse Kurkilahti and Matti Mustaniemi be
re-elected, and as new members Arto Hiltunen, Timo Kokkila and Ilkka Salonen be
elected, to the Board of Directors. The nominees have agreed to their membership
of the Board. The term of members of the Board of Directors will end at the
close of the annual general meeting held in 2011.
In accordance with the recommendation of the Nomination and Remuneration
Committee, the Board of Directors proposes to the general meeting that Ilpo
Kokkila be elected as Chairman of the Board of Directors.
Information on the persons proposed for Board membership is available on SRV
Group Plc's website www.srv.fi/yhtiokokous.
13. Resolution on the remuneration of the auditor
In accordance with the recommendation of the Audit Committee, the Board of
Directors proposes to the general meeting that the auditor be reimbursed as per
the approved invoice presented by the same.
14. Election of Auditor
In accordance with the recommendation of the Audit Committee, the Board of
Directors proposes to the general meeting that Ernst & Young Oy, a firm of
authorised public accountants, be elected as auditor of the company for the term
until the close of the annual general meeting of 2011. Ernst & Young Oy has
notified that Mikko Rytilahti, authorised public accountant, will act as the
responsible auditor.
15. Board of Directors' proposal to amend the Articles of Association
The Board of Directors proposes that the general meeting amend 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.
17. Authorising the Board of Directors to decide on the acquisition of the
company's own shares
The Board of Directors proposes that the general meeting authorise 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.
17. Authorising the Board of Directors to decide on share issues
The Board of Directors proposes that the general meeting authorise 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 Board of Directors may, on the basis of said 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.
18. Closing of the meeting
B. Documents of the general meeting
The proposals of the Board of Directors relating to the agenda of the general
meeting, this notice and SRV Group Plc's annual accounts, consolidated annual
accounts, the report of the Board of Directors and the auditor's report for the
financial year 2009 are available at SRV Group Plc's website
www.srv.fi/yhtiokokous. The proposals of the Board of Directors and the annual
accounts are also available at the general meeting. Copies of these documents
and of this notice will be sent to shareholders upon request.
C. Instructions for participants in the general meeting
1. The right to participate and registration
Each shareholder who is registered on 4 March 2010 in the company's
shareholders' register held by Euroclear Finland Ltd., has the right to
participate in the general meeting. A shareholder whose shares are registered on
his/her personal Finnish book-entry account, is considered registered in the
company's shareholders' register.
Any shareholder who wishes to participate in the general meeting must register
for it no later than 4.00 p.m. on 11 March 2010, by giving prior notice of their
participation. Such notice can be given:
a) on the company's website www.srv.fi/yhtiokokous;
b) by telephone +358 201 455 218 or +358 201 455 230 on weekdays between 9.00
a.m. and 3.30 p.m.; or
c) by regular mail to the address SRV Group Plc, Legal Affairs/AGM, P.O. Box
500, FI-02201 Espoo, Finland.
Notices made via the internet or by letter shall arrive at the company before
the expiry of the period of notice.
In connection with registration, each shareholder must notify his/her name, date
of birth/Business ID, address, telephone number and the name of a possible
assistant. Any personal data issued by shareholders to SRV Group Plc shall be
used solely in connection with the annual general meeting and the required
registration procedures related to the meeting.
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with respect
to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights
at the meeting by way of proxy representation.
A proxy representative shall present a dated proxy document or, otherwise and in
a reliable manner (e.g. a trade register extract), demonstrate his/her right to
represent the shareholder at the general meeting. If the shareholder
participates in the general meeting by way of several proxies who represent the
shareholder's shares in different securities accounts, the shares in respect of
which each proxy represents the shareholder must be notified in connection with
registration.
Original copies of any proxy documents should be delivered before the expiry of
the period of notice, to the address SRV Group Plc, Legal Affairs/AGM, P.O. Box
500, FI-02201 Espoo, Finland.
3. Holders of nominee registered shares
In good time, a holder of nominee registered shares is advised to request the
necessary instructions regarding registration in the shareholders' register of
the company, the issuing of proxy documents and registration for the general
meeting from his/her custodian bank. The account management organisation of the
custodian bank will register any holder of nominee registered shares who wishes
to participate in the general meeting as temporarily entered in the
shareholders' register of the company, by 10.00 a.m. on 11 March 2010 at the
latest.
4. Other instructions and information
On the date of this notice of a general meeting, 17 February 2010, the total
number of shares in SRV Group Plc is 36,768,468 shares and the total number of
votes in SRV Group Plc is 36,768,468 votes.
Espoo, 17 February 2010
SRV GROUP PLC
Board of Directors
Further information:
Katri Innanen, Chief Legal Counsel, tel +358 400 678 898
Distribution:
NASDAQ OMX Helsinki
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