Notice to SRV Group Plc’s annual general meeting
SRV GROUP PLC NOTICE TO CONVENE ANNUAL GENERAL MEETING 13 February 2013 AT 09.00
Shareholders of SRV Group Plc are hereby invited to attend the annual general meeting to be held at 4.00 p.m. on Wednesday, 20 March 2013 at SRV Group Plc Head Office, address Tarvonsalmenkatu 15, 02600 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. 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 2012
Presentation of the report of the CEO and president
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 0.06 per share be distributed for the financial year ended on 31 December 2012. This dividend will be paid to shareholders who, on the dividend record date of 25 March 2013, 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 3 April 2013.
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 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 2014 be EUR 5000 per month for the Chairman, EUR 4000 per month for the Vice Chairman and EUR 3000 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 Nomination and Remuneration Committee of the Board of Directors proposes to the 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 general meeting that the current members Minna Alitalo, Arto Hiltunen, Olli-Pekka Kallasvuo, Ilpo Kokkila and Timo Kokkila, be re-elected, and Risto Kyhälä as a a new member, to 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 2014.
The Nomination and Remuneration Committee of 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/en/agm.
13. Resolution on the remuneration of the auditor
The Audit Committee of 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
The Audit Committee of 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 2014. Ernst & Young Oy has notified that Mikko Rytilahti, 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 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 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 a price valid at the moment of acquisition and a maximum of 1,000,000 shares in 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 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 14 March 2012.
The Board of Directors shall decide on other terms relating to the acquisition.
16. Amendment of the Articles of Association
The Board of Directors proposes that the general meeting amend the 9 § of the Articles of Association of SRV Group Plc as follows:
9 § The notice of a general meeting is to be published on the company’s Internet pages 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. Additionally, the Board of Directors may decide on publishing of notice of general meeting or an announcement concerning the notice of general annual meeting in one or more newspaper within the aforementioned time limit.
17. Closing of the meeting
B. Documents of the general meeting
The aforementioned proposals of the Board of Directors 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 2012 are available at SRV Group Plc’s website www.srv.fi/en/agm starting from the publishing of this notice. In addition, the Annual Report of SRV is available at the company’s website on 22 February 2013, at the latest. Minutes of the Annual General Meeting are available at the aforementioned website starting from 3 April 2013, at the latest.
C. Instructions for participants in the general meeting
1. The right to participate and registration
Each shareholder who is registered on 8 March 2013 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 registered in the company’s shareholders’ register who wishes to participate in the general meeting must register for it no later than 4.00 p.m. on 15 March 2013, 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 +358 201 455 218 on weekdays between 9.00 a.m. and 3.00 p.m. Starting from 25 February 2013 registration can also be made via +358 201 455 267 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 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 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 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 555, FI-02601 Espoo, Finland.
3. Holders of nominee registered shares
Shareholders with nominee-registered holdings are entitled to attend the AGM on the basis of shares based on which he/she on the record date, i.e. on 8 March 2013, 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 am on 15 March 2013 at the latest. This is considered as registering a shareholder with nominee-registered holdings to attend the AGM.
A holder of nominee registered shares is advised to request in good time 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 shall 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 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 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 a general meeting, 12 February 2013, the total number of shares owned by SRV Group Plc is 717,440 shares that give SRV Group Plc the total number of 717,440 votes.
Espoo, 12 February 2013
SRV GROUP PLC
Board of Directors