Annual General Meeting 2017

Resolutions of SRV Group Plc’s Annual General Meeting

SRV Group Plc’s Annual General Meeting was held on 23 March 2017. The meeting adopted the 2016 financial statements and discharged the Board of Directors and the President and CEO from liability for the financial period 1 January–31 December 2016.

The Distribution of Dividend

It was decided that a dividend of EUR 0.10 per share will be paid as proposed by the Board of Directors.  The dividend record date is 27 March 2017 and the dividend will be paid 3 April 2017.

The Members and Chairman of the Board of Directors and the Remuneration

The number of members of the Board of Directors was confirmed to be six (6). M.Sc. (Econ.) Minna Alitalo, Master of Laws, LL.D.h.c.Olli-Pekka Kallasvuo, M.Sc. (Eng.) Ilpo Kokkila and M.Sc.(Eng.)Timo Kokkila were re-elected to the Board of Directors. M.Sc (Pol), eMBA Juhani Elomaa and M.Sc. (Eng.) Juhani Hintikka were elected as a new members of the Board of Directors. Ilpo Kokkila was elected as the Chairman of the Board of Directors.

The Annual General Meeting decided that the remuneration for the members of the Board of Directors is 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 EUR 700 per meeting for the Board and Committee meetings. Travel expenses of the Board of Directors are reimbursed according to the company’s travel policy.

The Auditor and the Remuneration

PricewaterhouseCoopers 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 of 2018. PricewaterhouseCoopers Oy has notified that Samuli Perälä, authorised public accountant, will act as the responsible auditor.

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.

The Board of Directors is authorised to acquire the maximum of 6,049,957 shares in the company, so that the number of shares acquired on the basis of this authorisation when combined with the shares already owned by the company does not at any given time exceed 6,049,957 shares, which consist of 10% of all shares in the company.

The maximum of 6,049,957 of the shares to be acquired on the grounds of this authorisation may be acquired in public trading arranged by Nasdaq OMX Helsinki Oy at the market price at the moment of acquisition as well as a maximum of 500,000 shares given on the basis of incentive schemes to individuals employed by SRV Group without consideration or for no more than the price that an individual within the sphere of an incentive scheme is obliged to convey a share, the maximum being, however, 6,049,957 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 Annual General Meeting and cancel the authorisation granted by the Annual General Meeting on 22 March 2016.

The Board of Directors shall decide on other terms relating to the acquisition.

Amendment to the Articles of Association

According to the Board of Directors´proposal the article 8 of the Articles of Association was amended as follows:

8 § The company’s auditor shall be an auditing firm approved by the Patent and Registration Office with an authorised public accountant as auditor in charge. The term of the auditor ends at the close of the Annual General Meeting following the election of the auditor.

Materials of Annual General Meeting 2017

CVs of the proposed members of the Board of Directors

The proposed new members:

CVs of the proposed members of the Board of Directors for re-election Minna Alitalo, Olli-Pekka Kallasvuo, Ilpo Kokkila and ja Timo Kokkila can be found here.

Other material