SRV GROUP PLC NOTICE TO THE EXTRAORDINARY GENERAL MEETING 6 MAY 2022 11.30 EEST
Notice to the extraordinary general meeting of SRV Group Plc
The extraordinary general meeting of SRV Group Plc is to be held on Monday 30 May 2022 at 2:00 PM (EEST) at the company’s headquarters, address: Tarvonsalmenkatu 15, 02600 Espoo. The extraordinary general meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue on the basis of the so-called temporary act 375/2021 that entered into force on 8 May 2021.
The company’s shareholders and their proxy representatives can participate and exercise their shareholder rights in the extraordinary 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 in the extraordinary general meeting”. It is not possible to attend the meeting in person.
A. Matters on the agenda of the extraordinary general meeting
At the extraordinary general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney at Law Jyrki Tähtinen shall act as the chair of the extraordinary general meeting. If due to weighty reasons Jyrki Tähtinen is not able to act as the chair, the Board of Directors shall appoint another person it deems most suitable to act as the chairperson. The chair 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 extraordinary 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. Planned programme to reorganise the company’s balance sheet to reinforce equity and approval of related authorisations to issue shares and special rights
The Board of Directors proposes that the extraordinary general meeting authorises the Board of Directors to resolve on a rights issue, directed share issue and issuance of special rights as follows:
Background and description of the financing arrangement
Following the war launched by the Russian Federation in Ukraine on 24 February 2022, the Russian economy, the prices of Russian companies’ shares and the value of the Russian rouble have declined sharply, and several notable international entities have announced their withdrawal from or the cessation of their business operations in Russia. At the same time, Russia has been subjected to constantly intensifying financial sanctions. The impact of the geopolitical uncertainty and the sanctions have also resulted in a sharp decline in the future prospects of SRV’s Russian shopping centre business and in the estimated value of the assets that relate to SRV’s business operations in Russia. Simultaneously, the risk that Fennovoima’s Hanhikivi-1 nuclear power plant project will be suspended has grown considerably. Fennovoima has since announced that it has terminated the plant supply agreement for the Hanhikivi-1 nuclear power plant with Rosatom.
As a result of the war SRV has decided to divest its assets in Russia at an accelerated schedule and negotiated on the sale of the assets that are located in Russia. The negotiations are still ongoing.
In the first quarter of 2022, the company has written down almost all of its assets located in Russia and its holdings in Fennovoima. The write-downs of the company’s assets, while taking into consideration fluctuations in exchange rates, have reduced the company’s equity by approximately EUR 141 million in total. After the write-downs, SRV’s equity ratio is 6.4% and its net gearing ratio is 748.4%. The company’s equity ratio is 9.7% and its net gearing ratio is 343.2% when IFRS 16 is not taken into account. The equity ratio according to the covenant calculation of SRV’s loans is 12.3%. After the write-downs, the company is unable to meet the covenant provisions set out in the agreement regarding the bonds nor the credit facility if it does not reorganise its financing, which will then trigger the termination and call-in right invested in the credit facility’s creditors and the holders of the bonds.
As a result of the write-downs of the Russian operations, SRV has launched a programme on 28 April 2022 aimed at a comprehensive restructuring of the company’s financing. Upon completion of the restructuring according to plan, the company’s financial position is expected to be materially improved. The company’s Russia related risks are low and the company will focus, in accordance with its strategy, on its Construction business in Finland (the company no longer has any ongoing construction projects in Russia or Estonia).
As a part of the programme, SRV’s Board of Directors has decided to pursue two share issues (i.e. a rights issue and a directed share issue) with combined total size of approximately EUR 41.9 million, and to propose the conversion of two unsecured fixed-interest bonds into hybrid convertible bonds by including special rights in the bonds’ terms, which would entitle to subscribe shares in the company.
The rights issue would in total correspond to approximately EUR 35 million. AS Pontos Baltic, Ilmarinen Mutual Pension Insurance Company, Kolpi Investments Oy, Havu Capital Oy, Etola Group Oy, Tungelin Investment Oy (on behalf of itself and Tuomas Kokkila), Lareale Investments Oy (on behalf of itself and Lauri Kokkila) and Varma Mutual Pension Insurance Company have given their advance undertakings to the company where they state that they will subscribe SRV’s new shares under certain customary terms. The shares subscribed based on these advance undertakings correspond to a total of 62.0% of the rights issue.
In addition, SRV’s Board members Tomi Yli-Kyyny, Hannu Leinonen, Heli Iisakka and Timo Kokkila, the company’s President and CEO Saku Sipola and nine (9) other representatives of the company’s executive management have committed to purchase 15,785,996 subscription rights for the rights issue from OP-Life Assurance Company Ltd and Pohjola Insurance Ltd, which corresponds to approximately 6.0 % of all subscription rights expected to be issued in the rights issue, and have undertaken to subscribe for new shares in the rights issue with these subscription rights. In the approximately EUR 35 million rights issue, this would correspond to a total subscription of approximately EUR 2.1 million. In aggregate and based on the advance commitments of the above groups, the new SRV shares to be subscribed for in the rights issue correspond to 68.0% of the total amount of the rights issue.
The directed share issue would involve the issuance of new shares in a directed share issue to the holders of SRV’s existing hybrid bonds as part of the conversion of hybrid bonds into shares whereby 45% of the principal of the hybrid bonds would be converted into SRV’s shares. 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. In the directed share issue, the subscriptions will be paid by setting off the principal of the hybrid bonds. The size of the directed share issue would be at maximum EUR 6.9 million.
The special rights to be granted would be directed to the holders of the bonds as part of the conversion of the bonds into hybrid convertible bonds. The conversion into a convertible bond is intended to be executed by amending the terms of the bonds by including in the terms a special right under the Finnish Companies Act to convert the bonds into shares. The special rights would entitle to the subscription of approximately 754 million of the company’s shares at maximum.
In order to execute the above share issues and issuance of special rights, the Board of Directors proposes that the extraordinary general meeting grants the Board of Directors the following authorisations, the maximum amounts of which have been calculated to include a customary buffer to implement the arrangement in question, taking into account any possible changes in the circumstances.
Authorisation for a rights issue
The Board of Directors proposes that the extraordinary general meeting authorise 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 to be passed at this extraordinary general meeting.
Authorisation for a directed share issue
The Board of Directors proposes that the extraordinary general meeting authorise 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 to be passed at this extraordinary general meeting.
Authorisation for issue of special rights
The Board of Directors proposes that the extraordinary general meeting authorise 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 authorisation authorises the Board of Directors 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 to be passed at this extraordinary general meeting.
Order of decision-making
The proposals of the Board of Directors concerning the authorisation for the rights issue, the authorisation for the directed share issue and the authorisation for the issuance of special rights form a single entirety, the approval of which must be passed by a single resolution.
7. The Board of Directors’ proposal for the extraordinary general meeting for a resolution to carry out a 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 Board of Directors proposes that the extraordinary general meeting resolves to carry out a reverse share split and thereto related redemption of shares and authorises the Board of Directors to resolve on a directed share issue without consideration and reduce the maximum amounts of the authorisations to issue shares and special rights and to acquire the company’s own shares resolved by the annual general meeting on 28 March 2022 as follows:
The Board of Directors proposes that the extraordinary general meeting resolve that the number of shares in the company be reduced without reducing the share capital. The arrangement is proposed to be carried out 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 proposes that 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 share issues in item 6 are implemented in full. The share issue authorisation is proposed to be 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 to be 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 item 6, either partly or in full for the purposes specified under agenda item 6 (“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 Board of Directors also proposes that the extraordinary general meeting resolves 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.
The Board of Directors also proposes that the extraordinary general meeting resolves 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.
8. Closing of the meeting
B. Documents of the extraordinary general meeting
The proposals for the decisions on the matters on the agenda of the extraordinary general meeting as well as this notice are available on SRV Group Plc’s website at www.srv.fi/egm.
The meeting documents to be kept available in accordance with the Finnish Companies Act Chapter 5 Section 22 are available at the above-mentioned address. 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 13 June 2022.
C. Instructions for the participants in the extraordinary general meeting
In order to limit the spread of Covid-19, the extraordinary 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 extraordinary 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.
1. Right to participate of a shareholder registered in the shareholders’ register
Each shareholder, who is registered on the record date of the extraordinary general meeting, i.e. on 17 May 2022 in the shareholders’ register of the company held by Euroclear Finland Ltd, has the right to participate in the extraordinary 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 extraordinary general meeting and advance voting will begin on 12 May 2022 at 9:00 AM (EEST), 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 extraordinary general meeting by voting in advance, must register for the extraordinary general meeting and deliver his/her votes in advance by 23 May 2022 at 4:00 PM (EEST) 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
12 May 2022 at 9:00 AM (EEST) – 23 May 2022 at 4:00 PM (EEST) by the following means:
- On the company’s website www.srv.fi/egm
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 authorisation, registration requires a strong electronic identification from the authorized person, which can be conducted online with bank codes or the mobile ID.
- 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/egm 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 extraordinary general meeting.
If a shareholder participates in the extraordinary 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 extraordinary 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 extraordinary 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/egm.
3. Proxy representative and powers of attorney
A shareholder may participate in the extraordinary 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 extraordinary general meeting. When a shareholder participates in the extraordinary 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 extraordinary general meeting.
A template for a proxy document and voting instructions are available at the company’s website www.srv.fi/egm on 12 May 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 extraordinary 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 extraordinary general meeting by virtue of such shares, based on which he/she on the record date of the extraordinary general meeting, i.e. on 17 May 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 extraordinary 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 25 May 2022 by 10:00 AM (EEST). As regards nominee registered shares this constitutes due registration for the extraordinary 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 extraordinary 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/egm.
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 extraordinary 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 11 May 2022 at 12:00 PM (EEST).
Shareholders making a counterproposal must, in connection with delivering the counterproposal, present evidence of their shareholdings. The counterproposal will be considered at the extraordinary general meeting provided that the shareholder has the right to participate in the extraordinary general meeting, he/she has registered for the extraordinary 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 extraordinary 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/egm by no later than 12 May 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 extraordinary general meeting until 13 May 2022 at 4:00 PM (EEST). by e-mail to yhtiokokous@srv.fi or by mail to SRV Group Plc, Anu Tuomola/EGM, 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/egm by no later than 18 May 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 extraordinary general meeting 6 May 2022 the total number of shares in SRV Group Plc was 263,017,341 shares, representing an equal number of votes.
In Espoo, on 6 May 2022
SRV GROUP PLC
Board of Directors
Distribution:
Nasdaq Helsinki
Media
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