Annual General Meeting 2025

SRV Group Plc’s Annual General Meeting was held today on 27 March 2025 at the company’s headquarters in Espoo. The Annual General Meeting adopted SRV Group Plc’s financial statements and discharged the Board of Directors and the President & CEO from liability for the financial period 1 January–31 December 2024.The Annual General Meeting adopted the Remuneration Report 2024 for the company’s governing bodies. The resolutions were advisory. The Annual General Meeting also decided on the dividend distribution, the number of Board of Directors, the composition and Chair of the Board of Directors and their remuneration, the election and remuneration of the auditor, authorised the Board of Directors to decide on the repurchase of company shares and share issues/issue of special rights, and amendments to Shareholder’s nomination Board’s charter as well as articles of association.

Dividend distribution

It was decided that no dividend is distributed for the financial year 2024, as proposed by the Board of Directors.

Members and Chair of the Board of Directors and remuneration

The number of members of the Board of Directors was confirmed to be six (6). Ari Lehtoranta M.Sc. (Eng), Matti Ahokas M.Sc. (Econ.), Hannu Leinonen M.Sc. (Eng.), Heli Iisakka M.Sc. (Econ.) and Tuomas Kokkila M.Sc. (Real Estate Dev.) were re-elected to the Board of Directors. Anna Hyvönen Lic.Sc. (Tech.) was elected as new member of the Board of Directors. Ari Lehtoranta was re-elected as the Chair of the Board of Directors. The term of office of members of the Board of Directors will end at the close of the Annual General Meeting held in 2026. 

The Annual General Meeting confirmed that the following annual fees would be paid for the members of the Board: Board Chair EUR 72,000, Vice Chair EUR 48,000, Board member EUR 36,000 and Chair of the Audit Committee EUR 48,000, if he/she does not simultaneously act as Chair or Vice Chair of the Board of Directors.

In addition, a EUR 700 fee per member per meeting shall be paid for Board and Committee meetings. Travel expenses arising from work for the Board of Directors shall be reimbursed in accordance with the company’s travel policy. Meeting fees will be paid in cash.

The aforementioned annual fees will be paid as a combination of SRV Group Plc’s 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 2025. 

Auditor and remuneration

PricewaterhouseCoopers Oy, a firm of authorised public accountants, was elected as the company’s Auditor for a term continuing until the close of the Annual General Meeting 2026. PricewaterhouseCoopers Oy has notified that authorised public accountant (APA) Jukka Torkkeli will act as the responsible auditor. The Auditor’s remuneration was confirmed as payable as per an approved invoice.

Sustainability Reporting Assurer and remuneration

PricewaterhouseCoopers Oy, a sustainability audit firm, was elected as the company’s Sustainability Reporting Assurer for a term continuing until the close of the Annual General Meeting 2026. PricewaterhouseCoopers Oy has notified the company that ASA Jukka Torkkeli will be the responsible sustainability reporting assurer. The Assurer’s remuneration was confirmed as payable as per an approved invoice.

Authorisation to decide on the acquisition of the company's own shares 

The Annual General Meeting authorised the Board of Directors to resolve on the acquisition of the company’s own shares using the company’s unrestricted equity as proposed by the Board of Directors. The authorisation covers the purchasing of a maximum of 1,700,000 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.

The authorization is valid until 30 June 2026. It revokes the authorization granted to the Board of Directors at the Annual General Meeting on 25 March 2024 to decide on the repurchase of the company's own shares.

Authorisation to decide on a share issue and on the issue of special rights

The Annual General Meeting authorised the Board of Directors to resolve on a share issue and granting of special rights as proposed by the Board of Directors. The authorisation can be used to 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 so that the number of shares shall not exceed 1,700,000. 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.

The authorization shall be in force until 30 June 2026. The authorization revokes the authorization granted to the Board of Directors at the Annual General Meeting on 25 March 2024 to decide on share issues and granting of special rights.

Amendment of the Articles of Association

Article 11 of the Articles of Association was amended so that annual general meeting shall decide the remuneration and election of Sustainability Reporting Assurer.

Amendment of the Charter for the Shareholders’ Nomination Board

Charter for the Shareholder's Nomination Board was amended so that the Nomination Board comprises of three (3) members appointed by the three largest shareholders of the company. The Chair of the Board of Directors participates in the work of the Nomination Board as an expert but is not a member of the Nomination Board (previously a member).

Materials and links 

Minutes of the Annual General Meeting (in Finnish)

Notice to the Annual General Meeting

Proposals for decisions 

Annual Report 2024, incl. the annual accounts, the report of the Board of Directors, the auditor's report, the assurance report on sustainability reporting and the Remuneration Report 

Charter for the Shareholders’ Nomination Board  

Proxy document 

Presentations of the nominees for the Board of Directors: 

• Persons nominated for re-election
• CV Anna Hyvönen 

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