Notice to the Annual General Meeting of SRV Group Plc
SRV GROUP PLC NOTICE TO THE ANNUAL GENERAL MEETING 3 MARCH 2023 12:15 EET
Notice to the Annual General Meeting of SRV Group Plc
The Annual General Meeting of SRV Group Plc is to be held on Monday 27 March 2023 at 4:00 PM (EEST) at the company’s headquarters, address: Tarvonsalmenkatu 15, 02600 Espoo. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 3:00 PM (EEST).
The company’s shareholders can exercise shareholder rights by voting in advance. Instructions for shareholders to vote in advance are provided in section C of this notice.
Shareholders may also submit questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the meeting in writing before the general meeting. Instructions for submitting written questions are set out in section C of this notice.
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 scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2022
Review by the President & CEO.
The annual accounts including consolidated annual accounts, the report of the Board of Directors and the auditor’s report is available on the company’s website at www.srv.fi/amg.
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 no dividend is distributed for the financial year ended on 31 December 2022 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. Handling of the Remuneration Report for governing bodies
The Board of Directors proposes that the Remuneration Report for 2022 be adopted. 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 that the remuneration of members of the Board of Directors would remain unchanged and that the following annual fees would be paid:
• Board Chair, an annual fee of EUR 72,000 (year 2022: EUR 72,000 per year),
• Vice Chair, an annual fee of EUR 48,000 (year 2022: EUR 48,000 per year),
• Board member, an annual fee of EUR 36,000 (year 2022: EUR 36,000 per year), and
• Chair of the Audit Committee, an annual fee of EUR 48,000 (year 2022: EUR 48,000 per year), if he/she does not simultaneously act as Chair or Vice Chair of the Board of Directors.
In addition, the Shareholders’ Nomination Board proposes that EUR 700 fee per member per meeting for Board and Committee meetings be paid (year 2022: EUR 700). Travel expenses arising from work for the Board of Directors shall be reimbursed in accordance with the company’s travel policy.
The Shareholders’ Nomination Board proposes that the aforementioned annual fees be paid in SRV Group Plc’s shares and in cash, with approximately 40% of the remuneration paid in shares. After the transfer of shares, the remaining amount is to be paid in cash. The company will acquire the shares in the name and on behalf of the Board members. The company is responsible for the costs arising from the acquisition of the shares. The shares are to be acquired to the Board members within two weeks from the publishing of the interim report for the first quarter of 2023, or as soon as it is possible in accordance with applicable legislation.
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 present members Heli Iisakka, Timo Kokkila, Hannu Leinonen and Tomi Yli-Kyyny be re-elected as members of the Board of Directors and Matti Ahokas be elected as new member of the Board of Directors.
All the nominees have given their consent to the position. The term of office of members of the Board of Directors will end at the close of the Annual General Meeting held in 2024.
The Shareholders’ Nomination Board proposes that Tomi Yli-Kyyny be re-elected as the Chairman of the Board of Directors.
The biographical details and evaluations of independency of all director nominees are available on SRV Group Plc’s website www.srv.fi/agm.
14. Resolution on the remuneration of the Auditor
Based on the proposal prepared by the Audit Committee, the Board of Directors proposes that the Auditor be reimbursed as per an approved invoice by the company.
15. Election of the Auditor
Based on the proposal prepared by the Audit Committee, 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 2024. PricewaterhouseCoopers Oy has notified the company that APA Markku Katajisto will be the responsible auditor.
16. Resolution on the partial amendment of the Articles of Association
The Board of Directors proposes that the article 11 of the Articles of Association is amended by the Annual General Meeting as set out below to enable holding a general meeting completely without a meeting venue as so-called remote meeting.
The proposal is based on the legislative changes to Chapter 5 of the Finnish Limited Liability Companies Act, including the possibility to arrange remote general meetings. The legislative changes are based on the premise that shareholder rights shall not be compromised, and that all participating shareholders are able to exercise their full shareholder rights, including the right to vote and ask questions in real time during the general meeting, irrespective of the chosen general meeting format. The possibility to organise remote general meetings enables the company to be prepared for rapidly changing conditions in the company's operating environment and the society in general, due to for example pandemics. It is important for the company to have means to offer its shareholders the possibility to exercise their shareholder rights and resolve on any matters presented to a general meeting under any circumstances.
In addition, it is proposed that, for the sake of clarity, a technical amendmend is made to sections 5) and 8) of article 11 of the Articles of Association to eliminate references to several auditors and deputy auditor.
The new proposed wording of article 11 of the Articles of Association is available on SRV Group Plc’s website at www.srv.fi/agm.
17. Authorizing the Board of Directors to resolve on the repurchase of the company's own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the repurchase of the company’s own shares using the company’s unrestricted equity as follows:
The Board of Directors is authorized to repurchase a maximum of 1,700,000 shares in the company so that the total number of shares repurchased 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 10 percent of all shares in the company.
Own shares may be repurchased at the market price quoted on their trading venue on the date of the repurchase or at a price otherwise determined by the market. Own shares may be repurchased otherwise than in proportion to the existing holdings of the shareholders. Shares may be repurchased in one or several instalments.
The company's own shares may be repurchased 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 schemes or to be otherwise conveyed, held or cancelled.
The Board of Directors is authorized to resolve on all other terms and conditions of the repurchase of the shares.
The authorization is valid until 30 June 2024. It revokes the authorization granted to the Board of Directors at the Extraordinary General Meeting on 30 May 2022 to decide on the repurchase of the company's own shares.
18. Authorizing the Board of Directors to resolve on the issuance of shares and special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the issuance of shares and issuance of special rights entitling to shares 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 Limited Liability Companies Act either against consideration or free of consideration in one or several instalments. The Board of Directors may also decide on the issuance of new shares free of consideration to the company itself in one or more issues.
Under the authorization, the number of shares to be issued or the number of shares held by the company to be reissued, shall not exceed 1,700,000 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 Limited Liability 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 issuance of shares and special rights entitling to shares.
The authorization shall be in force until 30 June 2024. The authorization revokes the authorization granted to the Board of Directors at the Extraordinary General Meeting on 30 May 2022 to decide on share issues and granting of special rights entitling to shares.
19. Closing of the meeting
B. Documents of the general meeting
The aforementioned proposals for the decisions on the matters on the agenda of the Annual 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 for the year 2022 including the annual accounts, the report of the Board of Directors and the auditor's report is available on the above-mentioned website. The proposals for the decisions and other documents will also be available in the Annual General Meeting.
The minutes of the meeting will be available on the above-mentioned website at latest on 10 April 2023.
C. Instructions for the participants in the Annual General Meeting
1. Shareholder registered in the shareholders’ register
Each shareholder, who is registered on the record date of the Annual General Meeting, i.e. on 15 March 2023 in the shareholders’ register of the company 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 registered in the shareholders’ register of the company.
Registration for the Annual General Meeting commences on 3 March 2023. A shareholder who wishes to participate in the Annual General Meeting shall register at latest on 22 March 2023 at 4:00 PM (EET) by giving a prior notice of attendance, which shall be received by the company no later than on the above-mentioned date and time.
Such notice can be given:
a) On the company’s website at www.srv.fi/agm.
For shareholders that are private persons, the registration requires a strong electronic authentication (online banking codes or a mobile certificate).
For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. If a shareholder that is a legal person uses the electronic suomi.fi authorisation, registration requires strong electronic authentication from the authorised representative, which can be conducted with online banking codes or a mobile certificate.
b) By e-mail to yhtiokokous@srv.fi.
c) By regular mail to the following address: SRV Group Plc, Legal Affairs/AGM, P.O. Box 555, FI-02601 Espoo, Finland.
When registering to attend the general meeting, individuals are required to provide the following information: the shareholder’s name, personal identification number/date of birth/business ID, e-mail address, address and phone number, and the name of a possible assistant and the name and personal identification number/date of birth of a possible proxy representative.
The personal data given to SRV Group Plc or to Euroclear Finland Oy is used only in connection with the Annual General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
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).
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on 15 March 2023 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Annual 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 22 March 2023 by 10:00 AM (EET). As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in the holding of shares that take place after the record date have no effect on the right to participate or the shareholder’s voting rights in the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions from the custodian bank regarding the temporary registration in the shareholder’s register, the issuing of proxy documents and voting instructions and registration for the Annual General Meeting and advance voting. The account manager of the custodian bank shall register a holder of nominee registered shares who wants to participate in the general meeting into the temporary shareholder register of the company by the above mentioned date at latest and, if necessary, arrange advance voting on behalf of the holder of nominee registered shares before the end of the registration period applicable to holders of nominee registered shares.
Further information is available on the company’s website at www.srv.fi/agm.
3. 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 shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. A template for a proxy document is available at the company’s website at www.srv.fi/agm. When a shareholder participates in the Annual 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 Annual General Meeting.
Possible proxy documents should be delivered before the end of the registration period to the address SRV Group Plc, Legal Affairs/AGM, P.O. Box 555, FI-02601 Espoo, Finland or by email to yhtiokokous@srv.fi.
In addition to submitting proxy documents, a shareholder or her/his proxy representative shall ensure that she/he has registered for the Annual General Meeting in the manner described above in this notice.
A shareholder who is a legal person can also use the electronic Suomi.fi authorization service instead of a traditional proxy document. In this case, the entity authorizes a proxy that they nominate in the Suomi.fi authorization service at the website suomi.fi/e-authorizations using the mandate theme “Representation at the General Meeting”. In connection with Euroclear Finland Oy's general meeting service, the person so authorized must identify himself or herself with strong electronic identification in connection with the registration, after which the electronic authorization will be checked automatically. Strong electronic identification can be conducted online with bank codes or the mobile ID. More information is available on the website suomi.fi/e-authorizations.
4. Voting in advance
Shareholders, whose shares are registered on his/her personal Finnish book-entry account can vote in advance on issues 7-18 on the agenda during the period 3 March 2023– 22 March 2023 at 4:00 PM (EET) on the company’s website at www.srv.fi/agm.
In addition to voting in advance a shareholder shall register to the Annual General Meeting before the last date for registration. A shareholder who has voted in advance cannot exercise the right to ask questions under the Finnish Limited Liability Companies Act and has no right to demand a vote unless he/she attends the Annual General Meeting in person or by proxy at the meeting venue.
Advance voting for holders of nominee registered shares is carried out via the account manager. The account manager may vote in advance on behalf of the holders of nominee registered shares he/she represents in accordance with the voting instructions given by the holders of nominee registered shares during the registration period applicable to holders of nominee registered shares.
The proposal for a resolution subject to an advance vote shall be deemed to have been submitted unchanged to the general meeting. The conditions and other instructions for electronic advance voting are available on the company's website at www.srv.fi/agm.
5. Other instructions and information
A shareholder may also present questions pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the Annual General Meeting in advance by 20 March 2023 at the latest submitting them by e-mail to yhtiokokous@srv.fi. The company’s management will answer such questions submitted in writing in advance at the general meeting.
Changes in the holding of shares that take place after the record date have no effect on the right to participate or to vote in the general meeting.
On the date of this notice to the Annual General Meeting 3 March 2023 the total number of shares in SRV Group Plc is 16,982,343 shares, representing an equal number of votes.
In Espoo, on 3 March 2023
SRV GROUP PLC
Board of Directors
For further information, please contact:
Anu Tuomola, Senior Vice President, General Counsel, tel. +358 50 414 3280, anu.tuomola@srv.fi
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Nasdaq Helsinki
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www.srv.fi
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SRV in brief
SRV is a Finnish developer and innovator in the construction industry. We are building a more sustainable and responsible urban environment that fosters economic value and takes the wellbeing of both the environment and people into consideration. We call this approach lifecycle wisdom. Our genuine engagement and enthusiasm for our work comes across in every encounter – and listening is one of our most important ways of working. We believe that the only way to change the world is through discussion.
Our company, established in 1987, is listed on the Helsinki Stock Exchange. We operate in growth centres in Finland. In 2022, our revenue totalled EUR 770.1 million. In addition to approximately 1,000 in-house staff, we have a network of around 3,800 partners.
SRV – Building for life