SRV Group Plc: Proposals of the Shareholders’ Nomination Board to the Annual General Meeting 2024

SRV GROUP PLC     STOCK EXCHANGE RELEASE     21 NOVEMBER 2023      9:30 EET

SRV Group Plc: Proposals of the Shareholders’ Nomination Board to the Annual General Meeting 2024

The Shareholders' Nomination Board of SRV Group Plc submits the following proposals to the Annual General Meeting planned to be held on 25 March 2024:

The Nomination Board proposes that five members will be elected to the Board of Directors.

The Nomination Board proposes that present members Matti Ahokas, Heli Iisakka and Hannu Leinonen be re-elected as members of the Board of Directors and Ari Lehtoranta and Tuomas Kokkila be elected as new members of the Board of Directors. In addition, Nomination Board proposes that Ari Lehtoranta be elected as the Chair of the Board of Directors.

The nominees have given their consent to the position, and they are independent of the company and of the company’s significant shareholders except for Tuomas Kokkila who is not independent of the company because he has been employed by SRV Group Plc until 31 July 2023 and not independent of significant shareholders because he is a Board member in Pontos Oy which exercises control in the company’s significant shareholder AS Pontos Baltic.

Of the current members of the Board of Directors Timo Kokkila and Tomi Yli-Kyyny have informed that they no longer are available for re-election to the next term of the Board of Directors.

Presentations of the proposed new members Ari Lehtoranta and Tuomas Kokkila are attached to this stock exchange release. The proposed current members of the Board of Directors are presented on SRV’s website: https://www.srv.fi/en/srv-as-a-company/investor/governance/board-directors/members-board-directors/introductions-board/.

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,
• Vice Chair, an annual fee of EUR 48,000,
• Board member, an annual fee of EUR 36,000, and
• Chair of the Audit Committee, an annual fee of EUR 48,000, if he/she does not simultaneously act as Chair or Vice Chair of the Board of Directors.

In addition, the Nomination Board proposes that EUR 700 fee per member per meeting for Board and Committee meetings be paid (year 2023: EUR 700). Travel expenses arising from work for the Board of Directors shall be reimbursed in accordance with the company’s travel policy.

In addition, the Nomination Board proposes the annual remuneration of the Board to be paid as a combination of company shares and cash in such a manner that 40% of the annual remuneration is paid in the company's shares, which will be purchased from the market on behalf of the members of the Board of Directors at a price determined in public trading, and 60% is paid in cash. The company will reimburse the transaction costs and capital transfer tax in connection with the purchase of the remuneration shares. The shares will be purchased within a period of two weeks beginning from the date following the publication of the quarterly result for the period 1 January - 31 March 2024. Meeting fees are proposed to be paid in cash.

As Chair of the Shareholders’ Nomination Board has acted Ilpo Kokkila (Chair of the Board of Directors, Pontos Oy) and as members Mikko Mursula (Chief Investment Officer, Ilmarinen Mutual Pension Insurance Company), Vesa Aho (Executive Vice President, OP Financial Group) and Tomi Yli-Kyyny (Chair of the Board of Directors, SRV Group Plc).

For further information, please contact:

Ilpo Kokkila, Chair of SRV Group Plc’s Shareholders’ Nomination Board, tel. +358 (0)400 485 555, ilpo.kokkila@pontos.fi

Anu Tuomola, SVP, General Counsel, tel. +358 (0)50 4143 280, anu.tuomola@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