Extraordinary General Meeting 2022

Resolutions of SRV Group Plc’s extraordinary general meeting

SRV Group Plc’s extraordinary general meeting was held on Monday 30 May 2022.

Planned programme to reorganise the company’s balance sheet to reinforce equity and approval of related authorisations to issue shares and special rights

Relating to the planned programme to reorganise the company’s balance sheet, extraordinary general meeting resolved on authorisations to issue shares and special rights as proposed by the Board of Directors.

Authorisation for a rights issue

The extraordinary general meeting authorised the Board of Directors to resolve on a share issue as follows:

The shares to be issued under the authorisation are new shares. Under the authorisation, a maximum of 700,000,000 shares can be issued.

The shareholders have a pre-emptive right to the new shares in the same proportion as they already hold shares in the company. However, shares not subscribed by shareholders may be offered on a secondary basis for subscription by other shareholders or by other persons. The Board of Directors is entitled to decide to whom the shares that remain unsubscribed will be offered. Subscriptions would be paid in cash.

The Board of Directors is authorised to resolve on all other terms and conditions of the share issue.

The authorisation is valid until 31 December 2022.

The authorisation does not revoke the authorisation granted by the annual general meeting on 28 March 2022 to the Board of Directors to resolve on share issues and granting of special rights entitling to shares. The authorisation does not either revoke other authorisations for issues of shares or special rights entitling to shares passed at this extraordinary general meeting.

Authorisation for a directed share issue

The extraordinary general meeting authorised the Board of Directors to resolve on a directed share issue as follows:

The shares to be issued under the authorisation are new shares. Under the authorisation, a maximum of 140,000,000 shares can be issued.

Under the authorisation, new shares would be issued in a directed share issue, i.e. in deviation from the shareholders’ pre-emptive rights, to the holders of the hybrid notes issued by the company on 22 March 2016 (ISIN code FI4000198114) and holders of the hybrid notes issued by the company on 23 May 2019 (ISIN code FI4000384185). Altogether 55% of the principal of the hybrid bonds and any unpaid interest that has accumulated for the hybrid bonds as of the moment of conversion will be cut entirely as part of the arrangement. Subscriptions would be paid by setting off a receivable based on the hybrid bond against the subscription price receivable.

The Board of Directors is authorised to resolve on all other terms and conditions of the share issue. A directed share issue always requires a weighty financial reason for the company.

The authorisation is valid until 31 December 2022.

The authorisation does not revoke authorisation granted by the annual general meeting on 28 March 2022 to the Board of Directors to resolve on share issues and granting of special rights entitling to shares. The authorisation does not either revoke other authorisations for issues of shares or special rights entitling to shares passed at this extraordinary general meeting.

Authorisation for issue of special rights

The extraordinary general meeting authorised the Board of Directors to resolve on the issuance of special rights as referred to in the Chapter 10, Section 1 of the Finnish Companies Act as follows:

Under the authorisation, a maximum of 1,500,000,000 new shares can be issued based on the special rights.

Under the authorisation, the issuance of special rights would be directed to the holders of the unsecured bonds issued by the company on 23 March 2016 (ISIN code FI4000198122) and holders of the unsecured bonds issued by the company on 27 March 2018 (ISIN code FI4000315395) as a part of the modification of the terms of the bonds whereby the bonds are converted into hybrid convertible bonds in a written procedure.

The Board of Directors is authorised to resolve on all terms and conditions relating to the issuance of special rights. A special rights issue always requires a weighty financial reason for the company.

The authorisation is valid until 31 December 2022.

The authorisation does not revoke authorisation granted by the annual general meeting on 28 March 2022 to the Board of Directors to resolve on share issues and granting of special rights entitling to shares. The authorisation does not either revoke other share issue authorisations passed at this extraordinary general meeting.

Reverse share split and thereto related redemption of shares and authorizing the Board of Directors to resolve on a directed share issue without consideration

The extraordinary general meeting resolved to carry out a reverse share split and thereto related redemption of shares and authorised the Board of Directors to resolve on a directed share issue without consideration as follows:

The number of shares in the company shall be reduced without reducing the share capital by conveying company’s shares without consideration and after that by redeeming company’s shares to the effect that each forty (40) shares of the company are merged into one (1) share.

In order to avoid share fractions the Board of Directors is authorized to resolve on a directed share issue without consideration in which shares are conveyed without consideration to the effect that, the number of shares in each book-entry account is made divisible by 40 on the reverse split date later resolved by the Board of Directors (“Reverse Split Date”). Therefore, the maximum number of shares conveyed to the shareholders by the company is the amount resulting from multiplying the amount of such book-entry accounts in which company’s shares are preserved on the Reverse Split Date by 39. The maximum number of shares to be issued under the authorisation is proposed to be 430,000 shares. The maximum amount is based on the Board of Directors’ assessment on the date of this proposal of the number of book-entry accounts on which the company’s shares are held assuming that the rights issue, directed share issue and issuance of special rights are implemented in full. The share issue authorisation is valid until the close of the next annual general meeting, however, no longer than until the completion of the reverse split decided in this agenda item. The authorisation does not revoke the authorisation granted by the annual general meeting on 28 March 2022 to the Board of Directors to resolve on share issues and issue of special rights entitling to shares, but it is proposed to be amended due to the reverse share split as presented below. The authorisation does not either revoke other authorisations for issues of shares or special rights entitling to shares passed at this general meeting. The Board of Directors is authorized to resolve on all other matters related to the conveyance of shares carried out without consideration within the limits of the proposed authorisation, including whether new or existing shares in the company will be used.

Concurrently with the above conveyance of the company’s shares the company will on the Reverse Split Date redeem without consideration from each shareholder a number of shares determined by redemption ratio 39/40, meaning, that for each 40 existing shares of the company 39 shares will be redeemed. The Board of Directors of the company has the right to resolve on all other matters with respect to the redemption of shares. The shares redeemed in connection with the reduction of number of shares will be cancelled immediately after the redemption in accordance with the resolution of the Board of Directors.

The purpose of the reverse share split is to facilitate trading in the company’s shares by increasing the value of an individual share and to contribute to the shares’ efficient price formation. The Board of Directors thus holds that the reverse share split is in the interest of the company and all of its shareholders and that the company therefore has a particularly weighty financial reason for the reverse share split and the related redemption of shares and the directed share issue. The reverse share split does not affect the company’s equity.

The reverse share split will be executed in the book-entry system after the close of trading on the Reverse Split Date later resolved by the Board of Directors. If necessary, the trading with the company’s share on Nasdaq Helsinki Ltd. shall be temporarily interrupted in order to perform necessary technical measures in the trading facility after the Reverse Split Date.

The implementation of the reverse share split is conditional on that the Board of Directors, prior to the execution of the reverse split, has used each of the authorisations granted to it under agenda item “Planned programme to reorganise the company’s balance sheet to reinforce equity and approval of related authorisations to issue shares and special rights”, either partly or in full for their intended purposes (“Measures”). If the Measures have not been implemented by 31 December 2022 (either partly or in full), the resolution on the reverse share split will lapse. The reverse share split will not require any measures from shareholders.

The extraordinary general meeting resolved to amend the authorisation given by the annual general meeting on 28 March 2022 to issue shares and special rights conditionally on the entry into force of the reverse share split registration so that the authorisation given on 28 March 2022 is revoked upon the registration of the reverse share split and is replaced by an authorisation with the same content, however, so that the maximum number of shares to be issued under the authorisation as of the registration of the reverse share split shall not exceed 1,700,000 shares.

In addition, the extraordinary general meeting resolved to amend the authorisation given by the annual general meeting on 28 March 2022 to acquire the company’s own shares conditionally on the entry into force of the reverse share split registration so that the authorisation given on 28 March 2022 is revoked upon registration of the reverse share split and is replaced by an authorisation with the same content, however, so that the maximum number of shares to be acquired under the authorisation as of the registration of the reverse share split, is at maximum 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.

As a result of the reverse share split approved by the general meeting, the Board of Directors will also, in connection with the reverse share split, amend the company’s share-based incentive plans to take into account the reverse share split commensurate with the ratio mentioned above in this section.

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