SRV GROUP PLC NOTICE TO THE ANNUAL GENERAL MEETING 4 MARCH 2022 13.00 EET
Notice to the annual general meeting of SRV Group Plc
The annual general meeting of SRV Group Plc is to be held on Monday 28 March 2022 at 4:00 PM (EET) in the company’s main office, address: Tarvonsalmenkatu 15, 02600 Espoo. The annual general meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue.
The Board of Directors of the company has resolved that the annual general meeting will be held on the basis of the so-called temporary act 375/2021 that entered into force on 8 May 2021 in order to limit the spread of the Covid-19 pandemic. This is necessary in order to hold the meeting in a predictable manner, taking into account the health and safety of the company’s shareholders, personnel and other stakeholders.
The company’s shareholders and their proxy representatives can participate and exercise their shareholder rights in the annual general meeting only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions given in this notice and otherwise by the company. Further instructions can be found below in this notice in section C “Instructions for the participants of the annual general meeting”. It is not possible to attend the meeting in person.
A. Matters on the agenda of the annual general meeting
At the annual general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney at Law Outi Raitasuo shall act as the chairperson of the annual general meeting. If due to weighty reasons Outi Raitasuo is not able to act as the chairperson, the Board of Directors shall appoint another person it deems most suitable to act as the chairperson. The chairperson may appoint a secretary to the meeting.
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
The person to scrutinize the minutes and to supervise the counting of votes shall be General Counsel Anu Tuomola. In case Anu Tuomola is not due to a valid reason able to act as the person to scrutinize the minutes and to supervise the counting of votes, the Board of Directors shall name another person it deems most suitable to act in that role.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and have the right to attend the annual general meeting under Chapter 5, Section 6 and Chapter 5, Section 6a of the Finnish Limited Liability Companies Act shall be deemed shareholders represented at the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2021
The annual accounts for the year 2021, which include the consolidated accounts, the report of the Board of Directors and the auditor's report are available on the company‘s website at www.srv.fi/agm on 4 March 2022, and will be deemed to have been presented to the annual general meeting.
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that no dividend is distributed for the financial year ended on 31 December 2021 based on the balance sheet to be adopted.
9. Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability
10. Adoption of the executive remuneration report
The Board of Directors proposes that the Remuneration Report for 2021 be adopted. The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.
The Remuneration Report is made available on SRV Group Plc’s website at www.srv.fi/agm by 4 March 2022 and will be deemed to have been presented to the annual general meeting.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the remuneration of members of the Board of Directors would remain unchanged and that the following annual fees would be paid:
• Board Chair, an annual fee of EUR 72,000 (year 2021: EUR 6,000 per month),
• Vice Chair, an annual fee of EUR 48,000 (year 2021: EUR 4,000 per month),
• Board member, an annual fee of EUR 36,000 (year 2021: EUR 3,000 per month), and
• Chair of the Audit Committee, an annual fee of EUR 48,000 (year 2021: EUR 3,000 per month), if he/she does not simultaneously act as Chair or Vice Chair of the Board of Directors.
In addition, the Shareholders’ Nomination Board proposes that EUR 700 fee per member per meeting for Board and Committee meetings be paid (year 2021: EUR 700). Travel expenses arising from work for the Board of Directors shall be reimbursed in accordance with the company’s travel policy.
The Shareholders’ Nomination Board proposes that the aforementioned annual fees 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.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes that five (5) members be elected to the Board of Directors.
13. Election of members and Chairman of the Board of Directors
The Shareholders’ Nomination Board proposes that present members Heli Iisakka, Timo Kokkila, Hannu Leinonen, Heikki Leppänen and Tomi Yli-Kyyny be re-elected as members of the Board of Directors.
The nominees have agreed to their membership of the Board. 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 Shareholders’ Nomination Board proposes that Tomi Yli-Kyyny be re-elected as the Chairman of the Board of Directors.
The biographical details of all director nominees are available on SRV Group Plc’s website www.srv.fi/agm.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes, based on recommendation of the Audit Committee, that the Auditor be reimbursed as per an approved invoice by the company.
15. Election of auditor
The Board of Directors proposes, based on recommendation of the Audit Committee, that PricewaterhouseCoopers Oy, a firm of authorized public accountants, be elected as the company’s Auditor for a term continuing until the close of the annual general meeting 2023. PricewaterhouseCoopers Oy has notified the company that APA Enel Sintonen would be the responsible auditor.
16. Authorizing the Board of Directors to resolve on acquiring the company's own shares
The Board of Directors proposes that the annual general meeting authorizes 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.
17. Authorizing the Board of Directors to resolve on share issues and granting of special rights
The Board of Directors proposes that the annual general meeting authorizes 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.
18. Closing of the meeting
B. Documents of the general meeting
The proposals for the decisions on the matters on the agenda of the annual general meeting, the Remuneration Report as well as this notice are available on SRV Group Plc’s website at www.srv.fi/agm.
The annual report of SRV Group Plc for the year 2021 including the annual accounts, the report of the Board of Directors and the auditor's report are available on the above-mentioned website on 4 March 2022. Copies of these documents and of this notice will be sent to shareholders upon request
The minutes of the meeting will be available on the above-mentioned website at latest from 11 April 2022.
C. Instructions for the participants in the annual general meeting
In order to limit the spread of Covid-19, the annual general meeting will be arranged in such a way that neither shareholders nor their proxy representatives may attend at the meeting venue. Shareholders and their proxy representatives can participate in the annual general meeting and exercise their rights only by voting in advance and by making counterproposals and presenting questions in advance in accordance with the instructions below.
The greeting of the Chairman of the Board of Directors and the review by the CEO are available on SRV Group Plc’s website at www.srv.fi/agm on 17 March 2022.
1. Right to participate of a shareholder registered in the shareholders’ register
Each shareholder, who is registered on the record date of the annual general meeting, i.e. on 16 March 2022 in the shareholders’ register of the company held by Euroclear Finland Ltd, has the right to participate in the annual general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
Instructions for shareholders who do not have a Finnish book-entry account can be found under section 4 “Holders of nominee registered shares” below.
2. Notice of participation of a shareholder registered in the shareholders’ register and voting
in advance
Registration for the annual general meeting and advance voting will begin on 10 March 2022 at 9:00 AM (EET), when the deadline for delivering counterproposals has expired and the company has published the possible counterproposals to be put to a vote on the company’s website. A shareholder entered in the company's shareholder register, who wishes to participate in the annual general meeting by voting in advance, must register for the annual general meeting and deliver his/her votes in advance by 21 March 2022 at 4:00 PM (EET) at the latest, by which time the notice of participation and the votes must be received.
Shareholders with a Finnish book-entry account can register and vote in advance during the period
10 March 2022 at 9:00 AM (EET) – 21 March 2022 at 4:00 PM (EET) by the following means:
a) On the company’s website www.srv.fi/agm
Registering and voting in advance requires strong electronic identification (bank codes or the Mobile ID) for natural persons.
Strong electronic identification is not required for shareholders that are legal persons. However, shareholders that are legal persons must provide the number of their book-entry account, as well as other required information. If a shareholder that is a legal person utilizes the Suomi.fi electronic authorization, registration requires a strong electronic identification from the authorized person, which can be conducted online with bank codes or the mobile ID.
b) By regular mail or e-mail
A shareholder voting in advance by regular mail or e-mail must deliver an advance voting form
available on the Company’s website www.srv.fi/agm to Euroclear Finland Oy by regular mail to Euroclear Finland Oy, Yhtiökokous / SRV Group Plc, P.O. Box 1110, FI-00101 Helsinki, Finland
or by e-mail to yhtiokokous@euroclear.eu.
Representatives of the shareholders must in connection with delivering the voting form produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the annual general meeting.
If a shareholder participates in the annual general meeting by delivering votes in advance by regular mail or e-mail to Euroclear Finland Oy, the delivery of the votes before the deadline for registration for the meeting and advance voting shall constitute a registration for the annual general meeting as long as the information required for registration as set out in the advance voting form is provided. A shareholder must, in connection with the registration, submit the requested information, such as the shareholder’s identification and contact details.
Personal data disclosed in connection with the shareholders’ registration will be used only in connection with the annual general meeting and the thereto related necessary handling of registrations.
Instructions regarding the voting are available to all shareholders on the company’s website www.srv.fi/agm.
Additional information during the registration period is also available by telephone at +358 40 500 3610 on weekdays from 10:00 AM (EET) to 3:00 PM (EET).
3. Proxy representative and powers of attorney
A shareholder may participate in the annual general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative of a shareholder must also vote in advance in the manner described in this notice.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the annual general meeting. When a shareholder participates in the annual general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the annual general meeting.
A template for a proxy document and voting instructions are available at the company’s website www.srv.fi/agm on 10 March 2022 at the latest when the deadline for delivering counterproposals to be put to a vote has expired and when the company has published possible counterproposals to be put to a vote on the company’s website.
The proxy documents including the advance voting form shall be delivered primarily by e-mail to yhtiokokous@euroclear.eu or in original by regular mail to Euroclear Finland Oy, Yhtiökokous / SRV Group Plc, P.O. Box 1110, FI-00101 Helsinki, Finland before the end of the registration and advance voting period, by which time the documents must be received. Delivery of a proxy document to Euroclear Finland Oy before the expiration of the registration period constitutes registration for the annual general meeting provided that the shareholder information required for registration is provided.
A shareholder who is a legal person can also use the electronic Suomi.fi authorization service instead of a traditional proxy document. In this case, the entity authorizes a proxy that they nominate in the Suomi.fi authorization service at the website suomi.fi/e-authorizations using the mandate theme “Representation at the General Meeting”. In connection with Euroclear Finland Oy's general meeting service, the person so authorized must identify himself or herself with strong electronic identification in connection with the registration, after which the electronic authorization will be checked automatically. Strong electronic identification can be conducted online with bank codes or the mobile ID. More information is available on the website suomi.fi/e-authorizations.
4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the annual general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on 16 March 2022 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the annual general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 23 March 2022 by 10:00 AM (EET). As regards nominee registered shares this constitutes due registration for the annual general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholder’s register of the company, the issuing of proxy documents and preregistration for the general meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the annual general meeting, temporarily in the shareholders’ register of the company the time stated above at the latest by. The account management organization of the custodian bank must see to the voting in advance on behalf of the holder of nominee registered shares within the registration period applicable to holders of nominee registered shares.
Further information is available on the company’s website at www.srv.fi/agm.
5. Making counterproposals to the proposed resolutions and presenting questions in advance
Shareholders holding at least one hundredth of all shares in the company have the right to make a counterproposal to the proposed resolutions on the agenda of the annual general meeting, which will be put to a vote. Such counterproposals shall be delivered to the company by e-mail to yhtiokokous@srv.fi by no later than 9 March 2022 at 16:00 PM (EET).
Shareholders making a counterproposal must, in connection with delivering the counterproposal, present evidence of their shareholdings. The counterproposal will be considered at the annual general meeting provided that the shareholder has the right to participate in the annual general meeting, he/she has registered for the annual general meeting and that the shareholder still holds shares corresponding to at least one hundredth of all shares in the company on the record date of the general meeting. If the counterproposal is not to be taken up for consideration at the annual general meeting, the votes given in favour of the counterproposal will not be taken into account.
The company will publish possible counterproposals to be put to a vote on the company’s website www.srv.fi/agm by no later than 10 March 2022.
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder may present questions with respect to the matters to be considered at the annual general meeting until 14 March 2022 at 4:00 PM (EET). by e-mail to yhtiokokous@srv.fi or by mail to SRV Group Plc, Anu Tuomola/AGM, P.O. Box 555, FI-02601 Espoo, Finland. Such questions by shareholders, the company’s responses to such questions, as well as counterproposals other than those put to a vote, are to be made available on the company’s website www.srv.fi/agm by no later than 17 March 2022. As a prerequisite for presenting questions, a shareholder must present evidence to the company of his/her shareholding upon request.
6. Other instructions and information
On the date of this notice to the annual general meeting 4 March 2022 the total number of shares in SRV Group Plc was 263,017,341 shares, representing an equal number of votes.
In Espoo, on 4 March 2022
SRV GROUP PLC
Board of Directors
For further information, please contact:
Anu Tuomola, Senior Vice President, General Counsel, tel. +358 50 414 3280, anu.tuomola@srv.fi
Miia Eloranta, SVP, Communications and Marketing, tel. +358 50 441 4221, miia.eloranta@srv.fi
Distribution:
Nasdaq Helsinki
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www.srv.fi
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SRV in brief
SRV is a Finnish developer and innovator in the construction industry. We are building a more sustainable and responsible urban environment that fosters economic value and takes into consideration the wellbeing of both the environment and people. We call this approach lifecycle wisdom. Our genuine engagement and enthusiasm for our work comes across in every encounter – and listening is one of our most important ways of working. We believe that the only way to change the world is through discussion.
Our company, established in 1987, is listed on the Helsinki Stock Exchange. We operate in growth centres in both Finland and Russia. In 2021, our revenue totalled EUR 932.6 million. In addition to about 1,000 SRV employees, we have a network of around 3,600 partners.
SRV - Building for life