SRV Yhtiöt Oyj - Decisions of general meeting

Resolutions passed at SRV Group Plc’s Annual General Meeting

Espoo, Finland, 2013-03-21 07:09 CET (GLOBE NEWSWIRE) -- Stock Exchange Release
21.3.2013

SRV Group PLc's Annual General Meeting was held on 20 March 2013. The meeting
adopted the 2012 financial statements and discharged the Board of Directors and
CEO from liability for the financial period 1 January-31 December 2012. 

It was decided that a dividend of EUR 0.06 per share will be paid as proposed
by the Board of Directors.  The record date of the dividend is 25 March 2013
and the date of payment of dividend is 3 April 2013. 

The number of members of the Board of Directors was confirmed to be six (6).
Minna Alitalo, Arto Hiltunen, Olli-Pekka Kallasvuo, Ilpo Kokkila and Timo
Kokkila were re-elected to the Board of Directors. Risto Kyhälä was elected as
a new member. Ilpo Kokkila was elected as the Chairman of the Board of
Directors. 

The Annual General Meeting decided that the fees for the members of the Board
of Directors are 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 a EUR 500 fee
per meeting for the Board and Committee meetings. Travel expenses of the Board
of Directors are reimbursed according to the company's travel policy. 

Ernst & Young Oy, a firm of authorised public accountants, was elected as
auditor of the company for the term until the close of the annual general
meeting in 2013. Mikko Rytilahti, authorised public accountant, will act as the
principal auditor. It was decided that the auditors are reimbursed according to
invoice. 

Authorisation to decide on the acquisition of the company's own shares

The General Meeting authorised the Board of Directors to decide on the
acquisition of the company's own shares using the company's unrestricted
equity. 

Acquisition of these shares will reduce the distributable equity of the company.

The Board of Directors is authorised to acquire a maximum of 3,676,846 shares
of the company in public trading arranged by Nasdaq OMX Helsinki Oy at a market
price valid at the moment of acquisition, so that the number of shares acquired
on the basis of this authorisation when combined with the shares already owned
by the company does not at any given time exceed 3,676,846 shares, which
consist of 10% of all shares of the company, and a maximum of 1,000,000 shares
of the company in public trading arranged by Nasdaq OMX Helsinki Oy or
otherwise, without consideration or for a maximum price of EUR 4.45 per share. 

The aforementioned authorisations include the right to acquire own shares
otherwise than in proportion to the holdings of the shareholders. Shares
acquired on the basis of this authorisation may be acquired in one or several
instalments. 

The company's own shares can 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 schemes or to be otherwise conveyed, held or
cancelled. 

The authorisations described above will remain in force for 18 months from the
decision of the general meeting and cancel the authorisation granted by the
annual general meeting on 14 March 2012. 

The Board of Directors shall decide on any other terms related to share
acquisition. 

Amendment of the Articles of Association

The Annual General Meeting decided to amend the 9 § of the Articles of
Association of SVR Group Plc as follows: 

 9 § The notice of a general meeting is to be published on the company's
Internet pages no earlier than three months and no later than three weeks
before the meeting. However, said notice of general meeting must be published
no less than nine days before the general meeting record date, as defined by
the Limited Liability Companies Act. Additionally, the Board of Directors may
decide on publishing of notice of general meeting or an announcement concerning
the notice of general annual meeting in one or more newspaper within the
aforementioned time limit. 



SRV Group Plc

Taneli Hassinen
Vice President, Communications and Brand
SRV Group Plc
Tel. +358 40 504 3321
taneli.hassinen@srv.fi