Resolutions of SRV Group Plc’s Annual General Meeting
SRV Group Plc’s Annual General Meeting was held on 28 March 2022 in the main office in Espoo. The annual general meeting was held based on the so-called temporary act so that shareholders participated in the meeting and exercised their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance. In order to ensure the health and safety of shareholders, employees and other stakeholders, it was not possible to attend the meeting in person.
The annual general meeting adopted the SRV Group Plc’s 2020 financial statements, including consolidated financial statements and discharged the Board of Directors and the President & CEO from liability for the financial period 1 January–31 December 2021.
Dividend distribution
It was decided that no dividend is distributed for the financial year 2021, as proposed by the Board of Directors.
Approval of the executive Remuneration Report
The Annual General Meeting approved the Remuneration Report for 2021. The resolution was advisory. The Remuneration Report is available on SRV Group Plc’s website at Remuneration Reports.
Members and Chairman of the Board of Directors and remuneration
The number of members of the Board of Directors was confirmed to be five (5). Timo Kokkila M.Sc.(Eng.), Tomi Yli-Kyyny M.Sc.(Eng.), Hannu Leinonen M.Sc.(Eng.), Heikki Leppänen Lic.Sc. (Tech.) and Heli Iisakka M.Sc. (Econ.) were re-elected to the Board of Directors. Tomi Yli-Kyyny 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 2023.
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, Chair of the Audit Committee EUR 48,000 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.
The aforementioned annual fees will be paid in SRV Group Plc’s shares and in cash, with approximately 40% of the remuneration paid in shares. After the transfer of shares, the remaining amount is to be paid in cash. The company will acquire the shares in the name and on behalf of the Board members. The company is responsible for the costs arising from the acquisition of the shares. The shares are to be acquired within two weeks from the publishing of the interim report for the first quarter of 2022, or as soon as it is possible in accordance with applicable legislation.
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 2023. PricewaterhouseCoopers Oy has notified that authorised public accountant (APA) Enel Sintonen will act as the responsible auditor. The Auditor’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 follows:
The Board of Directors is authorized to acquire a maximum of 26,000,000 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.
Own shares may be acquired at the market price quoted on their trading venue at the time of the acquisition. Own shares may be acquired otherwise than in proportion to the existing holdings of the shareholders. Shares may be acquired in one or several instalments.
The company’s own shares may be acquired inter alia for use as payment in corporate acquisitions, when the company acquires assets relating to its business, as part of the company’s incentive programmes, as a part of the management’s incentive scheme or to be otherwise conveyed, held or cancelled.
The Board of Directors is authorized to resolve on all other terms and conditions of the acquisition of the shares.
The authorization is valid until 30 June 2023. It revokes the authorization granted to the Board of Directors at the Annual General Meeting on 29 March 2021 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 follows:
The Board of Directors may 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. 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.
Under the authorization, the number of shares to be issued or the number of reissued shares held by the company, including the shares issued on the basis of the special rights, shall not exceed 26,000,000 shares. Any shares issued on the basis of special rights entitling to shares are included in the aforementioned aggregate amount.
New shares may be issued, the company’s own shares held by the company reissued and/or other special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act may be granted in deviation from the pre-emption rights of shareholders only if there exists a weighty financial reason for the company. A directed share issue may be free of consideration only if there exists, for the company and taking into account the interests of all its shareholders, a particularly weighty financial reason.
The authorization may be used inter alia 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 Board of Directors is authorized to resolve on all other terms and conditions of the share issue.
The authorization shall be in force until 30 June 2023. The authorization revokes the authorization granted to the Board of Directors at the Annual General Meeting on 29 March 2021 to decide on share issues and granting of special rights.
Important dates
- Notice of the General Meeting published 4 March 2022
- Deadline for shareholders’ counterproposals 9 March 2022 at 4:00 PM (EET)
- Possible counterproposals published 10 March 2022 on this page
- Registration and advance voting begin 10 March 2022 at 9:00 AM (EET)
- Deadline for shareholders’ questions 14 March 2022 at 4:00 PM (EET)
- Record date of the General Meeting 16 March 2022
- Chair of the Board of Directors’ presentation and CEO’s review published 17 March 2022
- Answers to advance questions of the shareholders 17 March 2022 published on this page
- Registration and advance voting end 21 March 2022 at 4:00 PM (EET)
- Annual General Meeting 28 March 2022 at 4:00 PM (EET)
Materials and links
Minutes of the Annual General Meeting (in Finnish)
Notice to the Annual General Meeting
Proposed resolutions 2022
Annual report 2021, including the annual accounts, the report of the Board of Directors and the auditor’s report
Remuneration Report 2021
Members of the Board of Directors