SRV Yhtiöt Oyj - Notice to general meeting

Notice to SRV Group Plc’s Annual General Meeting

Espoo, Finland, 2014-02-14 07:35 CET (GLOBE NEWSWIRE) -- SRV GROUP PLC    
NOTICE TO CONVENE ANNUAL GENERAL MEETING     14 FEBRUARY 2014 

Shareholders of SRV Group Plc are hereby invited to attend the Annual General
Meeting to be held at 4.00 p.m. on Wednesday, 26 March 2014 at SRV Group Plc's
Head Office, address Tarvonsalmenkatu 15, 02600 Espoo, Finland. Reception of
attendees registered for the meeting and the distribution of voting papers will
commence at 3 p.m. 

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

3. Election of persons to confirm the minutes and supervise the counting of
votes 

4. Recording the legality of the meeting

5. Recording attendance of the meeting and adoption of list of votes

6. Presentation of the financial statements, the consolidated financial
statements, the report of the Board of Directors and the auditor's report for
2013 

Presentation of the President & CEO's Review.

7. Adoption of the financial statements

8. Resolution on the use of profit shown on the balance sheet and the payment
of dividend 

The Board of Directors proposes to the Annual General Meeting that a dividend
of EUR 0.12 per share be distributed for the financial year ended on 31
December 2013. This dividend will be paid to shareholders who, on the dividend
record date of 31 March 2014, are entered as shareholders in the company's
shareholder register held by Euroclear Finland Ltd.  The Board of Directors
proposes that the dividend be paid on 7 April 2014. 

9. Resolution on the discharge from liability of members of the Board of
Directors and the President & CEO 

10. Resolution on the remuneration of members of the Board of Directors

The Nomination and Remuneration Committee of the Board of Directors proposes
the fees for members of the Board of Directors for the term up to the close of
the Annual General Meeting held in 2015 be EUR 5000 per month for the Chairman,
EUR 4000 per month for the Deputy Chairman and EUR 3000 per month per member as
well as a EUR 500 fee per meeting for Board and Committee meetings. In
addition, travel expenses for the Board of Directors shall be reimbursed in
accordance with the company's travel policy. 

11. Resolution on the number of members of the Board of Directors

The Nomination and Remuneration Committee of the Board of Directors proposes to
the Annual General Meeting that six (6) members be elected to the Board of
Directors. 

12. Election of members and Chairman of the Board of Directors

The Nomination and Remuneration Committee of the Board of Directors proposes to
the Annual General Meeting that the current members Minna Alitalo, Arto
Hiltunen, Olli-Pekka Kallasvuo, Ilpo Kokkila, Timo Kokkila and Risto Kyhälä be
elected to 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 2015. 

The Nomination and Remuneration Committee of the Board of Directors proposes to
the Annual General Meeting that Ilpo Kokkila be elected as Chairman of the
Board of Directors. 

Information on the individuals proposed for Board membership is available on
SRV Group Plc's website www.srv.fi/en/agm. 

13. Resolution on the remuneration of the auditor

The Audit Committee of the Board of Directors proposes to the Annual General
Meeting that the auditor be reimbursed as per an approved invoice presented by
the same. 

14. Election of auditor

The Audit Committee of the Board of Directors proposes to the Annual General
Meeting that PricewaterhouseCoopers Oy, a firm of authorised public
accountants, be elected as auditor of the company for the term until the close
of the Annual General Meeting of 2015. PricewaterhouseCoopers Oy has notified
that Samuli Perälä, KHT, authorised public accountant, will act as the
responsible auditor. 

15. Authorising the Board of Directors to decide on the acquisition of the
company's own shares 

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on the acquisition of the company's own shares,
using the company's unrestricted equity. This share acquisition will reduce the
company's distributable equity. It is proposed that the acquisition be carried
out as follows: 

The Board of Directors is authorised to acquire a maximum of 3,676,846 shares
in the company, 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 in the company. A maximum of 3,676,846 of the shares to be acquired on
the grounds of this authorisation may be acquired in public trading arranged by
Nasdaq OMX Helsinki Oy at the market price at the moment of acquisition as well
as a maximum of 200,000 shares given on the basis of incentive schemes to
individuals employed by SRV Group without consideration or for no more than the
price that an individual within the sphere of an incentive scheme is obliged to
convey a share, the maximum being, however, 3,676,846 shares. 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 programmes or to be otherwise conveyed, held or
cancelled. 

The authorisations as described above shall be in force for 18 months from the
decision of the Annual General Meeting and cancel the authorisation granted by
the Annual General Meeting on 20 March 2013. 

The Board of Directors shall decide on other terms relating to the acquisition.

16. Closing of the meeting

B. Documents of the Annual General Meeting

The aforementioned proposals of the Board of Directors to the agenda of the
Annual General Meeting, this notice and SRV Group Plc's financial statements,
consolidated financial statements, the report of the Board of Directors and the
auditor's report for the financial year 2013 are available at SRV Group Plc's
website www.srv.fi/en/agm starting from 5 March 2014, at the latest. The
proposals for decision and the other aforementioned documents are also
available at the Annual General Meeting. In addition, the Annual Report of SRV
Group Plc is available at the company's website on 21 February 2014, at the
latest. The minutes of the Annual General Meeting are available at the
aforementioned website starting from 9 April 2014, at the latest. 

C. Instructions for participants in the Annual General Meeting

1. The right to participate and registration

Each shareholder who is registered on 14 March 2014 in the company's
shareholders' register 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 considered
registered in the company's shareholders' register. 

Any shareholder registered in the company's shareholders' register who wishes
to participate in the Annual General Meeting must register for it no later than
4.00 p.m. on Friday 21 March 2014, by giving prior notice of their
participation. Such notice can be given: 
a) on the company's website www.srv.fi/en/agm;
b) by telephone to +358 201 455 218 on weekdays between 9.00 a.m. and 3.00 p.m.
Starting from 24 February 2014 registration can also be made to +358 201 455
267 on weekdays between 9.00 a.m. and 3.00 p.m.; or 
c) by regular mail to the address SRV Group Plc, Legal Affairs/AGM, P.O. Box
555, FI-02601 Espoo, Finland. 

Notices made via the internet or by letter must arrive at the company before
the expiry of the period of notice. 

In connection with registration, each shareholder must notify his/her name,
date of birth/Business ID, address, telephone number and the name of a possible
assistant or proxy representative. Any personal data issued by shareholders to
SRV Group Plc shall be used solely in connection with the Annual General
Meeting and the required registration procedures related to the meeting. 

At the meeting, shareholder or his/her proxy representative must be able to
prove their identity and/or their right of representation. 

2. 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 must present a dated proxy document or, otherwise and in
a reliable manner (e.g. a trade register extract), demonstrate his/her right to
represent the shareholder at the Annual General Meeting. If the shareholder
participates in the Annual General Meeting by way of several proxies who
represent the shareholder's shares in different securities accounts, the shares
in respect of which each proxy represents the shareholder must be notified in
connection with registration. 

Original copies of any proxy documents should be delivered before the expiry of
the period of notice 21 March 2014 at 4.00 p.m., to the address SRV Group Plc,
Legal Affairs/AGM, P.O. Box 555, FI-02601 Espoo, Finland. 

3. Holders of nominee-registered sharesShareholders with nominee-registered holdings are entitled to attend the AGM by
virtue of the shares on the basis of which he/she on the record date, i.e. on
14 March 2014, would be entitled to be included in the list of shareholders
maintained by Euroclear Finland Oy. 

Attendance also requires that these shareholders are included temporarily in
the list of shareholders maintained by Euroclear Finland Oy by 10.00 a.m. on 21
March 2014 at the latest. With respect to nominee-registered shares, this is
deemed to be registration for the Annual General Meeting. 

A holder of nominee-registered shares is advised to request in good time from
his/her custodian bank the necessary instructions regarding registration in the
shareholders' register of the company, the issuing of proxy documents and
registration for the Annual General Meeting. The account management
organisation of the custodian bank shall register any holder of nominee
registered shares who wishes to participate in the Annual General Meeting as
temporarily entered in the shareholders' register of the company, by the
aforementioned date and time at the latest. 

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

On the date of this notice of the Annual General Meeting, 13 February 2014, the
total number of shares owned by SRV Group Plc is 1,273,539 shares, which give
SRV Group Plc a total number of 1,273,539 votes. 



Espoo, 13 February 2014


SRV GROUP PLC

Board of Directors