SRV Group Plc’s Annual General Meeting was held on Tuesday, 19 March 2019 at 4.00 pm. The meeting adopted the 2018 financial statements and discharged the Board of directors and the President and CEO from the liability for the financial period 1 January – 31 December 2018.
Resolutions of SRV Group Plc’s Annual General Meeting
Dividend distribution
It was decided that no dividend is distributed for the financial year ended on 31 December 2018 based on the adopted balance sheet, as proposed by the Board of Directors.
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 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. Tomi Yli-Kyyny M.Sc.(Eng.) was elected as a new member 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 2020.
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 2020. 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 as follows:
The Board of Directors is authorised to acquire a maximum of 5,000,000 shares in the company, so that the number of shares acquired on the basis of the authorisation when combined with the shares already owned by the company and its subsidiaries does not at any given time exceed a total of 10% of all shares in the company.
Shares may be acquired in public trading arranged by Nasdaq Helsinki Oy at the market price at the moment of acquisition.
Own shares may be acquired otherwise than in proportion to the existing holdings of shareholders. Shares may be acquired in one or several 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 programmes or to be otherwise conveyed, held or cancelled. The Board of Directors shall decide on other terms relating to the acquisition of shares.
The aforementioned authorisation shall be in force for 18 months from the decision of the Annual General Meeting and cancels the authorisation to decide on acquisition of the company’s own shares granted by the Annual General Meeting to the Board of Directors on 20 March 2018.
Authorisation to decide on a share issue and on the issue of special rights
The Annual General Meeting authorised the Board of Directors to decide on a share issue and on the issue of special rights as follows:
The Board of Directors may decide on the issue of new shares or the reissue of treasury shares and/or the issue of special rights entitling to shares as referred to in Chapter 10 Section 1 of the Companies Act either for or without consideration, in one or several instalments.
Based on the authorisation the number of new shares issued or treasury shares conveyed including shares issued on the basis of special rights, is in total a maximum of 12,000,000 corresponding approx. 19.8% of all the shares of the company at the time of the proposal. Eventual shares issued on the basis of special rights are included in the above mentioned total number of shares.
The authorisation entitles the Board of Directors to decide on terms and conditions of a share issue and special rights entitling to shares, including the right to decide whether the subscription price will be recognized in full or in part in the invested unrestricted equity reserve or as an increase to the share capital and including the right to derogate from the pre-emptive subscription right of shareholders if there is a weighty financial reason for the company to do so. A directed share issue may be executed without consideration only if there is an especially weighty financial reason for the company to do so, taking into account the interests of all shareholders.
The authorisation may be used, for example, when issuing new shares or conveying shares as consideration in corporate acquisitions, when the company acquires assets relating to its business, in order to strengthen the company’s capital structure and for implementing incentive schemes.
The aforementioned authorisation shall be in force for 18 months from the decision of the Annual General Meeting and cancels the authorisation to decide on a share issue and on the issue of special rights granted by the Annual General Meeting to the Board of Directors on 22 March 2016.
Minutes of the Annual General Meeting
2019 Yhtiökokouksen pöytäkirja (in Finnish)
Materials of Annual General Meeting 2019
Notice to Annual General Meeting
Proposals by the Board of Directors to the Annual General Meeting
CVs of the Board of Directors
- CVs of the members of the Board of Directors can be found here.
Other materials