Notice to SRV Group Plc’s Annual General Meeting
SRV GROUP PLC NOTICE TO CONVENE ANNUAL GENERAL MEETING 14 FEBRUARY 2014
Shareholders of SRV Group Plc are hereby invited to attend the Annual General Meeting to be held at 4.00 p.m. on Wednesday, 26 March 2014 at SRV Group Plc’s Head Office, address Tarvonsalmenkatu 15, 02600 Espoo, Finland. Reception of attendees registered for the meeting and the distribution of voting papers will commence at 3 p.m.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
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 financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor’s report for 2013
Presentation of the President & CEO’s Review.
7. Adoption of the financial statements
8. Resolution on the use of profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.12 per share be distributed for the financial year ended on 31 December 2013. This dividend will be paid to shareholders who, on the dividend record date of 31 March 2014, 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 7 April 2014.
9. Resolution on the discharge from liability of members of the Board of Directors and the President & CEO
10. Resolution on the remuneration of members of the Board of Directors
The Nomination and Remuneration Committee of the Board of Directors proposes the fees for members of the Board of Directors for the term up to the close of the Annual General Meeting held in 2015 be EUR 5000 per month for the Chairman, EUR 4000 per month for the Deputy Chairman and EUR 3000 per month per member as well as a 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 Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that six (6) members be elected to the Board of Directors.
12. Election of members and Chairman of the Board of Directors
The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that the current members Minna Alitalo, Arto Hiltunen, Olli-Pekka Kallasvuo, Ilpo Kokkila, Timo Kokkila and Risto Kyhälä be 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 Annual General Meeting held in 2015.
The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that Ilpo Kokkila be elected as Chairman of the Board of Directors.
Information on the individuals proposed for Board membership is available on SRV Group Plc’s website www.srv.fi/en/agm.
13. Resolution on the remuneration of the auditor
The Audit Committee of the Board of Directors proposes to the Annual General Meeting that the auditor be reimbursed as per an approved invoice presented by the same.
14. Election of 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 elected as auditor of the company for the term until the close of the Annual General Meeting of 2015. PricewaterhouseCoopers Oy has notified that Samuli Perälä, KHT, authorised public accountant, will act as the responsible 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 Annual 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 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 3,676,846 shares, which consist of 10% of all shares in the company. A maximum of 3,676,846 of the shares to be acquired on the grounds 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 200,000 shares given 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, 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 Annual General Meeting and cancel the authorisation granted by the Annual General Meeting on 20 March 2013.
The Board of Directors shall decide on other terms relating to the acquisition.
16. Closing of the meeting
B. Documents of the Annual General Meeting
The aforementioned proposals of the Board of Directors to the agenda of the Annual General Meeting, this notice 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 2013 are available at SRV Group Plc’s website www.srv.fi/en/agm starting from 5 March 2014, at the latest. The proposals for decision and the other aforementioned documents are also available at the Annual General Meeting. In addition, the Annual Report of SRV Group Plc is available at the company’s website on 21 February 2014, at the latest. The minutes of the Annual General Meeting are available at the aforementioned website starting from 9 April 2014, at the latest.
C. Instructions for participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder who is registered on 14 March 2014 in the company’s shareholders’ register held by Euroclear Finland Ltd., has the right to participate in the Annual 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 registered in the company’s shareholders’ register who wishes to participate in the Annual General Meeting must register for it no later than 4.00 p.m. on Friday 21 March 2014, by giving prior notice of their participation. Such notice can be given:
a) on the company’s website www.srv.fi/en/agm;
b) by telephone to +358 201 455 218 on weekdays between 9.00 a.m. and 3.00 p.m. Starting from 24 February 2014 registration can also be made to +358 201 455 267 on weekdays between 9.00 a.m. and 3.00 p.m.; or
c) by regular mail to the address SRV Group Plc, Legal Affairs/AGM, P.O. Box 555, FI-02601 Espoo, Finland.
Notices made via the internet or by letter must 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 or proxy representative. 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.
At the meeting, shareholder or his/her proxy representative must be able to prove their identity and/or their right of representation.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative must 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 Annual General Meeting. If the shareholder participates in the Annual 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 21 March 2014 at 4.00 p.m., to the address SRV Group Plc, Legal Affairs/AGM, P.O. Box 555, FI-02601 Espoo, Finland.
3. Holders of nominee-registered shares
Shareholders with nominee-registered holdings are entitled to attend the AGM by virtue of the shares on the basis of which he/she on the record date, i.e. on 14 March 2014, would be entitled to be included in the list of shareholders maintained by Euroclear Finland Oy.
Attendance also requires that these shareholders are included temporarily in the list of shareholders maintained by Euroclear Finland Oy by 10.00 a.m. on 21 March 2014 at the latest. With respect to nominee-registered shares, this is deemed to be registration for the Annual General Meeting.
A holder of nominee-registered shares is advised to request in good time from his/her custodian bank the necessary instructions regarding registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the Annual General Meeting. The account management organisation of the custodian bank shall register any holder of nominee registered shares who wishes to participate in the Annual General Meeting as temporarily entered in the shareholders’ register of the company, by the aforementioned date and time at the latest.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice of the Annual General Meeting, 13 February 2014, the total number of shares owned by SRV Group Plc is 1,273,539 shares, which give SRV Group Plc a total number of 1,273,539 votes.
Espoo, 13 February 2014
SRV GROUP PLC
Board of Directors