Notice to the annual general meeting of SRV Group Plc
SRV GROUP PLC NOTICE TO THE ANNUAL GENERAL MEETING 5 MARCH 2021 15.30 EET
Notice to the annual general meeting of SRV Group Plc
Notice is given to the shareholders of SRV Group Plc to the annual general meeting to be held on Monday 29 March 2021 at 4:00 PM (EET) in the main office, address: Tarvonsalmenkatu 15, 02600 Espoo.
It is not possible to participate in the meeting in person at the meeting venue. The shareholders of the company and their proxy representatives may participate in the meeting and exercise their shareholder rights only by voting in advance and by presenting counterproposals and asking questions in advance. Instructions for shareholders are presented in this notice under section C “Instructions for the participants in the general meeting”.
The Board of Directors of the company has resolved that the meeting will be held on the basis of the so-called temporary act 677/2020 that entered into force on 3 October 2020 in order to limit the spread of the Covid-19 pandemic. This is necessary in order to hold the meeting in a predictable manner, taking into account the health and safety of the company’s shareholders, personnel and other stakeholders.
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
Attorney at Law Outi Raitasuo shall act as the chairperson of the meeting. If due to weighty reasons Outi Raitasuo is not able to act as the chairperson, the Board of Directors shall appoint another person it deems most suitable to act as the chairperson.
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
The person to scrutinize the minutes and to supervise the counting of votes shall be General Counsel Johanna Metsä-Tokila. In case Johanna Metsä-Tokila is not due to a valid reason able to act as the person to scrutinize the minutes and to supervise the counting of votes, the Board of Directors shall name another person it deems most suitable to act in that role.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and have the right to attend the general meeting under Chapter 5, Section 6 and Chapter 5, Section 6a of the Finnish Limited Liability Companies Act shall be deemed shareholders represented at the meeting.
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2020
As participation in the general meeting is possible only by voting in advance, the annual report including the annual accounts, the report of the Board of Directors and the auditor's report, which are available on the company‘s website at www.srv.fi/agm on 5 March 2021 shall be deemed to have been presented to the general meeting.
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that due to the loss shown on the balance sheet no dividend is distributed for the financial year ended on 31 December 2020 based on the balance sheet to be adopted.
9. Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability
10. Approval of the excecutive remuneration report
The Board of Directors proposes that the Remuneration Report for 2020 be approved. The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.
The Remuneration Report is available on SRV Group Plc’s website at www.srv.fi/agm.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes changes to the fees.
The proposal of the Shareholders’ Nomination Board to the general meeting is as follows:
The Shareholders’ Nomination Board proposes that the fees for Members of the Board of Directors for the term up to the close of the Annual General Meeting held in 2022 be EUR 6,000 per month for the Chairman (in 2020: EUR 5,000/month), EUR 4,000 per month for the Vice Chairman (in 2020: EUR 4,000/month) EUR 3,000 per month per member (in 2020: EUR 3,000/month) and 4,000 for the Chairman of the Audit Committee in case he/she does not act as Chairman or Vice Chairman of the Board of Directors at the same time (in 2020: EUR 3,000/month).
In addition, the Shareholders’ Nomination Board proposes that for the Members of the Board of Directors shall be paid a EUR 700 fee per member per meeting for Board and Committee meetings (in 2020: EUR 700). Travel expenses arising from work for the Board of Directors shall be reimbursed in accordance with the company’s travel policy.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes that five (5) members be elected to the Board of Directors.
13. Election of members and Chairman of the Board of Directors
The Shareholders’ Nomination Board proposes that the following current members be elected again to the Board of Directors: Timo Kokkila, Hannu Leinonen, Heikki Leppänen and Tomi Yli-Kyyny, and that Heli Iisakka be elected as a new member 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 2022.
The Shareholders’ Nomination Board proposes that Tomi Yli-Kyyny be elected as the 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/agm.
14. Resolution on the remuneration of the auditor
The Audit Committee of the Board of Directors proposes that the Auditor be reimbursed as per an approved invoice by the company.
15. Election of auditor
The Audit Committee of the Board of Directors proposes that PricewaterhouseCoopers Oy, a firm of authorized public accountants, be elected as the company’s Auditor for a term continuing until the close of the Annual General Meeting 2022. PricewaterhouseCoopers Oy has notified the company that APA Enel Sintonen would be the responsible auditor.
16. Amendment of the articles of association
The Board of Directors proposes that article 6 of the Articles of Association be amended as follows:
6 § The company shall be represented:
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by a member of the board of directors together with the CEO, the deputy to the CEO, another member of the board of directors or with a person authorized to represent the company, two together or
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by persons authorized to represent the company by the resolution of the board of directors, two together or each separately with a member of the board of directors or with the CEO.
17. Authorizing the Board of Directors to resolve on acquiring the company's own shares
The Board of Directors proposes that the general meeting authorizes the Board of Directors to resolve on the acquisition of the company’s own shares using the company’s unrestricted equity as follows:
The Board of Directors is authorized to acquire a maximum of 26,000,000 shares in the company so that the number of shares acquired on the basis of the authorization, when combined with the shares already owned by the company and its subsidiaries, does not at any given time exceed a total of 10 percent of all shares in the company.
Own shares may be acquired at the market price quoted on their trading venue at the time of the acquisition. Own shares may be acquired otherwise than in proportion to the existing holdings of the shareholders. Shares may be acquired in one or several instalments.
The company's own shares may be acquired inter alia for use as payment in corporate acquisitions, when the company acquires assets relating to its business, as part of the company's incentive programmes, as a part of the management's incentive scheme or to be otherwise conveyed, held or cancelled.
The Board of Directors is authorized to resolve on all other terms and conditions of the acquisition of the shares.
The authorization is valid until 30 June 2022. It revokes the authorization granted to the Board of Directors at the Annual General Meeting on 26 March 2020 to decide on the repurchase of the company's own shares.
18. Authorizing the Board of Directors to resolve on share issues and granting of special rights
The Board of Directors proposes that the general meeting authorizes the Board of Directors to resolve on a share issue and granting of special rights as follows:
The Board of Directors may decide on the issuance of new shares or the reissuance of shares held by the company and/or granting of other special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Companies Act either for consideration or free of consideration in one or several instalments.
Under the authorization, the number of shares to be issued or the number of reissued shares held by the company, including the shares issued on the basis of the special rights, shall not exceed 26,000,000 shares. Any shares issued on the basis of special rights entitling to shares are included in the aforementioned aggregate amount.
New shares may be issued, the company's own shares held by the company reissued and/or other special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act may be granted in deviation from the pre-emption rights of shareholders only if there exists a weighty financial reason for the company. A directed share issue may be free of consideration only if there exists, for the company and taking into account the interests of all its shareholders, a particularly weighty financial reason.
The authorization may be used inter alia when issuing new shares or conveying shares as consideration in corporate acquisitions, when the company acquires assets relating to its business, in order to strengthen the company's capital structure and for implementing incentive schemes.
The Board of Directors is authorized to resolve on all other terms and conditions of the share issue.
The authorization shall be in force until 30 June 2022. The authorization revokes the authorization granted to the Board of Directors at the Annual General Meeting on 26 March 2020 to decide on share issues and granting of special rights.
19. Closing of the meeting
B. Documents of the general meeting
The proposals for the decisions on the matters on the agenda of the general meeting, the Remuneration Report as well as this notice are available on SRV Group Plc’s website at www.srv.fi/agm.
The annual report of SRV Group Plc including the annual accounts, the report of the Board of Directors and the auditor's report are available on the above-mentioned website on 5 March 2021.
The minutes of the meeting will be available on the above-mentioned website at latest from 12 April 2021.
C. Instructions for the participants in the general meeting
In order to limit the spread of Covid-19, the annual general meeting will be arranged in such a way that neither shareholders nor their proxy representatives may attend at the meeting venue. Shareholders and their proxy representatives can participate in the general meeting and exercise their rights only by voting in advance and by making counterproposals and presenting questions in advance in accordance with the instructions below.
The presentation of the Chairman of the Board of Directors and the review by the CEO are available on SRV Group Plc’s website at www.srv.fi/agm on 18 March 2021.
1. Right to participate of a shareholder registered in the shareholders’ register
Each shareholder, who is registered on the record date of the general meeting, i.e. on 17 March 2021 in the shareholders’ register of the company 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 registered in the shareholders’ register of the company. Instructions for shareholders who do not have a Finnish book-entry account can be found under section 4 “Holders of nominee registered shares” below.
2. Notice of participation of a shareholder registered in the shareholders’ register and voting in advance
Registration for the meeting and advance voting will begin on 11 March 2021 at 9:00 AM (EET), when the deadline for delivering counterproposals has expired and the company has published the possible counterproposals to be put to a vote on the company’s website. A shareholder entered in the company's shareholder register, who wishes to participate in the general meeting, must register for the general meeting and deliver his/her votes in advance by 22 March 2021 at 4:00 PM (EET) at the latest, by which time the notice of participation and the votes must be received.
Shareholders with a Finnish book-entry account can register and vote in advance during the period 11 March 2021 at 9:00 AM (EET) – 22 March 2021 at 4:00 PM (EET) by the following means:
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On the company’s website www.srv.fi/agm
Registering and voting in advance requires strong electronic identification (bank codes or the Mobile ID) for natural persons and business ID and the shareholder’s book-entry account number for legal persons.
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By regular mail or e-mail
A shareholder voting in advance by regular mail or e-mail must deliver an advance voting form
available on the Company’s website www.srv.fi/agm to Euroclear Finland Oy by regular mail to Euroclear Finland Oy, Yhtiökokous / SRV Group Plc, P.O. Box 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu.
If a shareholder participates in the general meeting by delivering votes in advance by regular mail or e-mail to Euroclear Finland Oy, the delivery of the votes before the deadline for registration for the meeting and advance voting shall constitute a registration for the general meeting as long as the information required for registration as set out in the advance voting form is provided. A shareholder must, in connection with the registration, submit the requested information, such as the shareholder’s identification and contact details.
Personal data disclosed in connection with the shareholders’ registration will be used only in connection with the general meeting and the there to related necessary handling of registrations.
Instructions regarding the voting are available to all shareholders on the company’s website www.srv.fi/agm.
Additional information during the registration period is also available by telephone at +358405003610 on weekdays from 10:00 AM (EET) to 3:00 PM (EET).
3. Proxy representative and powers of attorney
A shareholder, who will not vote in advance himself/herself, may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation.
A shareholder may appoint a proxy representative of his/her choice to exercise the shareholder’s voting rights at the general meeting in accordance with the voting instructions given by the shareholder.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.
A template for a proxy document and voting instructions are available at the company’s website www.srv.fi/agm on 11 March 2021 at the latest when the deadline for delivering counterproposals to be put to a vote has expired and when the company has published possible counterproposals to be put to a vote on the company’s website.
The proxy documents including the advance voting form shall be delivered primarily by e-mail to yhtiokokous@euroclear.eu or in original by regular mail to Euroclear Finland Oy, Yhtiökokous / SRV Group Plc, P.O. Box 1110, FI-00101 Helsinki, Finland before the end of the registration and advance voting period, by which time the documents must be received. Delivery of a proxy document to Euroclear Finland Oy before the expiration of the registration period constitutes registration for the general meeting provided that the shareholder information required for registration is provided.
4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on 17 March 2021 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 24 March 2021 by 10:00 AM (EET). As regards nominee registered shares this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the general meeting, into the temporary shareholders’ register of the company at the latest by the time stated above. The account management organization of the custodian bank shall also arrange voting in advance on behalf of the holder of nominee registered shares within the registration period applicable to holders of nominee registered shares.
Further information is available on the company’s website at www.srv.fi/agm.
5. Making counterproposals to the proposed resolutions and presenting questions in advance
Shareholders holding at least one hundredth of all shares in the company have the right to make a counterproposal to the proposed resolutions on the agenda of the general meeting, which will be put to a vote. Such counterproposals shall be delivered to the company by e-mail to yhtiokokous@srv.fi by no later than 10 March 2021 at 10:00 AM (EET).
Shareholders making a counterproposal must, in connection with delivering the counterproposal, present evidence of their shareholdings. The counterproposal will be considered at the general meeting provided that the shareholder has the right to participate in the general meeting, he/she has registered for the general meeting and that the shareholder still holds shares corresponding to at least one hundredth of all shares in the company on the record date of the general meeting. If the counterproposal is not to be taken up for consideration at the general meeting, the votes given in favour of the counterproposal will not be taken into account.
The company will publish possible counterproposals to be put to a vote on the company’s website www.srv.fi/agm by no later than 11 March 2021.
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder may present questions with respect to the matters to be considered at the general meeting until 15 March 2021 by e-mail to yhtiokokous@srv.fi or by mail to SRV Group Plc, Johanna Metsä-Tokila/AGM, P.O. Box 555, FI-02601 Espoo, Finland. Such questions by shareholders, the company’s responses to such questions, as well as counterproposals other than those put to a vote, are to be made available on the company’s website www.srv.fi/agm by no later than 18 March 2021. As a prerequisite for presenting questions, a shareholder must present evidence to the company of his/her shareholding upon request.
6. Other instructions and information
On the date of this notice to the general meeting 5 March 2021 the total number of shares in SRV Group Plc was 263,017,341 shares, representing an equal number of votes.
SRV GROUP PLC
Board of Directors
For further information, please contact:
Johanna Metsä-Tokila, SVP, General Counsel, tel. +358 40 562 0408, johanna.metsa-tokila@srv.fi
Miia Eloranta, SVP, Communications and Marketing, tel. +358 50 441 4221, miia.eloranta@srv.fi
Distribution:
Nasdaq Helsinki
Main media
www.srv.fi
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SRV in brief
SRV is a developer and innovator in the construction industry. Our objective is a new lifecycle-wise reality where solutions related to construction ensure well-being, financial value and the benefit of users, residents and environment – for years and generations to come. Our genuine cooperation and enthusiasm for our work comes across in every encounter. Sustainability is reflected in all our activities.
Our company, established in 1987, is listed on the Helsinki Stock Exchange. We operate in growth centres in Finland and Russia. In 2020, our revenue totalled EUR 975.5 million. In addition to about 1,000 SRV employees, we employ a network of around 4,200 subcontractors.
SRV - Building for life