RESOLUTIONS PASSED AT SRV GROUP PLC'S ANNUAL GENERAL MEETING
SRV GROUP PLC Decisions of annual general meeting 16 March 2010 AT 6.30 P.M.
EET
SRV Group PLc's Annual General Meeting was held on 16 March 2010. The meeting
adopted the 2009 financial statements and discharged the Board of Directors and
CEO from liability for the financial period 1 January-31 December 2009.
It was decided that a dividend of EUR 0.12 per share will be paid as proposed by
the Board of Directors. The record date of the dividend is 19 March 2010 and
the
date of payment of dividend is 26 March 2010.
The number of members of the Board of Directors was confirmed to be six (6).
Ilpo Kokkila, Lasse Kurkilahti and Matti Mustaniemi were re-elected to the Board
of Directors. Arto Hiltunen, Timo Kokkila and Ilkka Salonen were elected as new
members. Ilpo Kokkila was elected as the Chairman of the Board of Directors.
The Annual General Meeting decided that the fees for the members of the Board of
Directors are EUR 5,000 per month for the Chairman, EUR 4,000 per month for the
Vice Chairman and EUR 3,000 per month for a member as well as a EUR 500 fee per
meeting for the Board and Committee meetings. Travel expenses of the Board of
Directors are reimbursed according to the company's travel policy.
Ernst & Young Oy, a firm of authorised public accountants, was elected as
auditor of the company for the term until the close of the annual general
meeting in 2011. Mikko Rytilahti, authorised public accountant, will act as the
principal auditor. It was decided that the auditors are reimbursed according to
invoice.
Amendment of the Articles of Association
The general meeting amended the Articles of Association of SRV Group Plc as
follows:
"Section 9 The notice of a general meeting is published on the company's
Internet pages and in one national newspaper 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."
This change is due to an amendment to the Limited Liability Companies Act.
Authorisation to decide on the acquisition of the company's own shares
The general meeting authorised 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 of
the company in public trading arranged by Nasdaq OMX Helsinki Oy at a market
price valid at the moment of acquisition, so that the number of shares acquired
on the basis of this authorisation when combined with the shares already owned
by the company and its subsidiaries does not at any given time exceed 3,676,846
shares, or 10% of all shares of the company, and a maximum of 2,400,000 shares
of the company in public trading arranged by Nasdaq OMX Helsinki Oy or otherwise
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 24 March 2009.
The Board of Directors shall decide on other terms relating to the acquisition.
Authorisation to decide on share issues
The general meeting authorised the Board of Directors to decide on the issue of
new shares or the transfer of treasury shares against payment or without
consideration.
The Board of Directors may, on the basis of this authorisation, resolve to issue
new shares or to transfer treasury shares in one or several instalments, so that
the aggregate maximum number of new shares and treasury shares transferred on
the basis of the authorisation is 3,676,846 shares.
The authorisation includes the right to issue new shares or to transfer the
treasury shares in deviation from the shareholders' pre-emptive subscription
right under the terms of the Companies Act.
This authorisation can be exercised e.g. when issuing new shares or transferring
shares as consideration in corporate acquisitions, when the company acquires
assets related to its business and as part of the company's incentive
programmes.
The authorisation shall remain in force for two years from the decision of the
general meeting and cancels the authorisation granted by the annual general
meeting on 24 March 2009.
SRV Group Plc
Hannu Linnoinen
CEO
For further information please contact:
SRV Group Plc
Hannu Linnoinen, CEO, tel. +358 (0)20 1455 990
Distribution:
Nasdaq OMX Helsinki
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