Annual General Meeting 2018

Resolutions of SRV Group Plc’s Annual General Meeting

SRV Group Plc’s Annual General Meeting was held on 20 March 2018. The meeting adopted the 2017 financial statements and discharged the Board of Directors and the President & CEO from liability for the financial period 1 January–31 December 2017.

Dividend distribution

It was decided that a dividend of EUR 0.06 per share will be paid for the financial year that ended on 31 December 2017, as proposed by the Board of Directors. The dividend record date is 22 March 2018 and the dividend will be paid on 29 March 2018.

Members and Chairman of the Board of Directors and remuneration

The number of members of the Board of Directors was confirmed to be six (6). Minna Alitalo M.Sc. (Econ.), Juhani Elomaa M.Sc. (Pol) eMBA, Juhani Hintikka M.Sc. (Eng.), Olli-Pekka Kallasvuo Master of Laws, LL.D.h.c., Ilpo Kokkila M.Sc. (Eng.) and Timo Kokkila M.Sc.(Eng.) were re-elected to the Board of Directors. Ilpo Kokkila was elected as the Chairman 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 2019.

The Annual General Meeting resolved that the remuneration for the members of the Board of Directors shall be 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. In addition, travel expenses arising from the performance of duties of the Board of Directors shall be reimbursed according to the company’s travel policy.

Auditor and remuneration

PricewaterhouseCoopers Oy, a firm of authorised public accountants, was elected as auditor of the company for a term until the close of the Annual General Meeting of 2019. PricewaterhouseCoopers Oy has notified that Samuli Perälä, authorised public accountant, will act as the responsible auditor. The auditors’ remuneration was confirmed as payable on the basis 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 decide on the acquisition of the company’s own shares using the company’s unrestricted equity. The acquisition of shares will reduce the company’s distributable equity.

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

The maximum of 6,049,957 of the shares to be acquired on the basis 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 issued 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 shareholders. Shares acquired on the basis of this authorisation may be acquired in one or more instalments.

The company’s own shares may 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 schemes or to be otherwise conveyed, held or cancelled. The Board of Directors shall decide on other terms relating to the acquisition of shares.

The authorisations described above shall be in force for 18 months from the decision of the Annual General Meeting and they cancel the authorisation granted by the Annual General Meeting to the Board of Directors on 23 March 2017.

Minutes of Annual General Meeting 2018 (in Finnish)

Materials of Annual General Meeting 

Proposals of the Board 2018

CVs of the proposed members of the Board of Directors

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

Other material