Notice to convene the annual general meeting of SRV Group Plc
SRV GROUP PLC STOCK EXCHANGE RELEASE 18 FEBRUARY 2016, AT 8.40 AM
Notice to convene the annual general meeting of SRV Group Plc
SRV Group Plc hereby invites its shareholders to an Annual General Meeting (AGM) to be held on Wednesday 22 March 2016, beginning at 4.00 p.m. at the SRV Group Plc office at Tarvonsalmenkatu 15, 02600 Espoo. The reception of shareholders who have registered to attend the meeting and the handing out of voting tickets will start at 3 p.m.
A. The agenda of the Annual General Meeting
Matters on the agenda of the AGM:
1. Opening remarks
2. Call to order
3. Election of persons to scrutinise the minutes and supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of list of votes
6. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor’s report for 2015
Review by the President & CEO
7. Adoption of the financial statements
8. Resolution on the use of profit shown on the balance sheet and the payment of a dividend
The Board of Directors proposes to the AGM that a dividend of EUR 0.10 per share be distributed for the financial year ended on 31 December 2015. The dividend shall be paid to shareholders who are included in the list of shareholders maintained by Euroclear Finland Ltd. on the record date set for the dividend, which shall be 24 March 2016. The Board of Directors proposes that the dividend be paid on 4 April 2016.
9. Resolution on the discharge from liability of Members of the Board of Directors and the President and CEO
10. Resolution on the remuneration of Members of the Board of Directors
The Nomination and Remuneration Committee of the Board of Directors proposes to the AGM that the monthly remuneration paid to the Chairman of the Board for the term of office that ends at the closing of AGM 2017 be EUR 5,000 to the Vice Chairman of the Board, EUR 4,000 and EUR 3,000 for each Member of the Board, and an attendance fee of EUR 500 for each Board and Committee meeting. In addition, travel expenses arising from the performance of the duties of a Member of the Board of Directors shall be reimbursed according to company’s travel policy.
11. Resolution on the number of Members of the Board of Directors
The Nomination and Remuneration Committee of the Board of Directors proposes to the AGM that six (6) members be elected to the Board of Directors.
12. Election of the Chairman and the Members of the Board of Directors
The Nomination and Remuneration Committee of the Board of Directors proposes to the AGM that the current members Minna Alitalo, Arto Hiltunen, Olli-Pekka Kallasvuo, Ilpo Kokkila, Timo Kokkila and Risto Kyhälä be re-elected to the Board of Directors. The nominees have agreed to their membership of the Board. The term of office of members of the Board of Directors will end at the close of the AGM held in 2017.
The Nomination and Remuneration Committee of the Board of Directors proposes to the AGM that Ilpo Kokkila be elected as the Chairman of the Board.
Information regarding the nominees is provided on the SRV Group’s website at https://www.srv.fi/en/srv-company/investors/general-meeting
13. Resolution on the remuneration of the auditor
The Audit Committee of the Board of Directors proposes to the AGM that the Auditor’s fee be paid as invoiced and approved by the company.
14. Selection of the Auditor
The Audit Committee of the Board of Directors proposes to the Annual General Meeting that PricewaterhouseCoopers Oy, a firm of Authorised Public Accountants, be selected as auditor of the company for the term that ends at the closing of the AGM 2017. PricewaterhouseCoopers Oy has notified that Samuli Perälä, Authorised Public Accountant, will act as the principle auditor.
15. Authorising the Board of Directors to decide on the acquisition of the company’s own shares
The Board of Directors proposes that the AGM authorise the Board of Directors to decide on the acquisition of the company’s own shares, using the company’s unrestricted equity. The acquisition of shares will reduce the company’s distributable equity. It is proposed that the acquisition of shares be carried out as follows:
The Board of Directors is authorised to acquire a maximum of 6,049,957 shares in the company, so that the number of shares acquired on the basis of this authorisation when combined with the shares already owned by the company does not at any given time exceed a total of 6,049,957 shares, which is 10% of all shares in the company.
A maximum of 6,049,957 of the shares to be acquired on the basis of this authorisation may be acquired in public trading arranged by Nasdaq OMX Helsinki Oy at the market price at the moment of acquisition as well as a maximum of 500,000 shares issued on the basis of incentive schemes to individuals employed by SRV Group without consideration or for no more than the price that an individual within the sphere of an incentive scheme is obliged to convey a share, such that the maximum number of acquired shares nevertheless is 6,049,957. The aforementioned authorisations include the right to acquire own shares otherwise than in proportion to the holdings of shareholders. Shares acquired on the basis of this authorisation may be acquired in one or several instalments.
The company’s own shares may 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 described above shall be in force for 18 months from the decision of the AGM and they cancel the authorisation granted by the Annual General Meeting to the Board of Directors on 25 March 2015.
The Board of Directors shall decide on other terms relating to the acquisition of shares.
16. Authorising the Board of Directors to decide on a share issue and on the granting of special rights
The Board of Directors proposes that the AGM authorise the Board of Directors to decide on the issue of new shares or the conveyance of own shares in the Company’s possession and/or the issuing of special rights granting entitlement to shares as referred to in Chapter 10 Section 1 of the Companies Act either against payment or without payment.
Based on the authorisation, the Board of Directors may decide on the issue of new shares or the conveyance of own shares in the Company’s possession in one or more lots such that the number of new shares issued or own shares in the Company’s possession conveyed on the basis of the authorisation, including shares issued on the basis of special rights, is in total a maximum of 6,049,957.
The authorisation entitles the Board of Directors to decide on terms and conditions of a share issue and special rights granting entitlement to shares, including the right to derogate from the pre-emptive subscription right of shareholders, if there is a weighty financial reason for the company to do so. A directed share issue may be executed without payment only if there is an especially weighty financial reason for the company to do so, taking the interests of all shareholders into account.
The authorisation may be used, for example, when issuing new shares or conveying shares as payment in corporate acquisitions, when the company acquires assets relating to its business and for implementing incentive schemes.
The authorisation shall be valid for five years from the decision of the Annual General Meeting.
17. Closing remarks
B. Materials for AGM 2016
The aforementioned proposals of the Board of Directors on the agenda of the AGM and SRV Group Plc’s financial statements, consolidated financial statements, the report of the Board of Directors and the auditor’s report for the financial year 2015 will be made available on SRV Group Plc’s website at www.srv.fi/en/srv-company/investors/annual-general-meeting no later than on 26 February 2016. The proposal for decision and the other above-mentioned documents will also be available at the AGM. In addition, the Annual Report of SRV Group Plc will be made available on the company’s website no later than on 26 February 2016. The minutes of the AGM will be made available on the company’s website no later than 5 April 2016.
C. Instructions for those attending the AGM
1. Entitlement to attend and registration
Shareholders recorded in the list of shareholders maintained by Euroclear Finland Ltd. on 10 March 2016 shall be entitled to attend the Annual General Meeting. Shareholders with shares registered in a personal book-entry account are included in the Company’s list of shareholders.
Shareholders recorded in the list of shareholders who wish to attend the AGM are required to complete the registration for the meeting no later than 4.00 p.m. on Friday 18 March 2016. How to register for the Annual General Meeting:
a) on the SRV website at www.srv.fi/en/srv-company/investors/annual-general-meeting;
b) by phone, on +358 201 45 5218 or +358 201 45 5267, on weekdays 9 a.m. – 3 p.m. or
c) by post to the following address: SRV Group Plc, Legal Affairs/AGM, P.O. Box 555, FI-02601 Espoo, Finland.
Registrations via the internet or post must arrive before the end of the registration period.
When registering to attend the AGM, individuals are required to provide the following information: the shareholder’s name, date of birth/business ID, address and phone number, and the name of a assistant or proxy, if any. Any personal information regarding a shareholder disclosed to the SRV Group will only be used in connection with the AGM and the related processing of registrations. Upon request at the meeting venue, a shareholder, or his or her assistant or proxy, must be able to present proof of identity and/or the right to act on behalf of a shareholder.
2. Right to appoint a proxy and letters of proxy
A shareholder is entitled to participate and make use of his or her rights as a shareholder at the Annual General Meeting by appointing a proxy.
A proxy is required to present a dated letter of proxy, or otherwise show in a reliable manner (e.g. a trade register extract) that he or she is entitled to act in this capacity on behalf of a shareholder. In the event that a shareholder is represented by more than one proxy representing shares held in different securities accounts, each proxy must state which shares he or she represents when registering to attend the AGM.
Originals of shareholders’ letters of proxy are asked to be submitted before the end of the registration period, by 4 p.m. on 18 March 2016, to the following address: SRV Group Plc, Legal Affairs/AGM, P.O. Box 555, FI-02601 Espoo, Finland.
3. Shareholders with nominee-registered holdings
Shareholders with nominee-registered holdings are entitled to attend the Annual General Meeting on the basis of shares held on the record date, 10 March 2015, that would entitle them to be included in the list of shareholders maintained by Euroclear Finland Ltd.
Attendance also requires that these shareholders are included temporarily in the list of shareholders maintained by Euroclear Finland Ltd by 10 a.m. on 17 March 2015. This is deemed to be the registration of a shareholder with nominee-registered holdings to attend the AGM.
Shareholders with nominee-registered holdings are encouraged to request their custodian bank for the necessary instructions concerning temporary registration in the list of shareholders, the issue of a letter of proxy and how to register to attend the AGM. Account managers at custodian banks are responsible for reporting any shareholders with nominee-registered holdings who wish to attend the AGM to the party maintaining the list of shareholders for such shareholders to be temporarily included in the list of shareholders no later than by the deadline given above.
4. Other instructions and information
Shareholders attending the Annual General Meeting shall be entitled under Chapter 5, Section 25 of the Companies Act to present questions to the meeting regarding the items on the agenda.
On the date of issue of the notice to convene the Annual General Meeting, i.e. 18 February 2016, the total number of shares owned by SRV Group Plc was 1,174,117 shares, representing an equal number of votes.
Espoo, 18 February 2016
SRV GROUP PLC
Board of Directors
Päivi Kauhanen
Senior Vice President, Communications
tel. +358 50 598 9560
paivi.kauhanen@srv.fi
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