SRV Yhtiöt Oyj - Notice to general meeting

Notice to SRV Group Plc’s annual general meeting

Espoo, Finland, 2012-02-16 07:40 CET (GLOBE NEWSWIRE) -- SRV Group Plc   
Notice to convene annual general meeting  16 February 2012  at 8.40 a.m. EET 

Shareholders of SRV Group Plc are hereby invited to attend the annual general
meeting to be held at 4.00 p.m. on Wednesday, 14 March 2012 at SRV Group Plc
Head Office, address Niittytaival 13, 02200 Espoo, Finland. Reception of
attendees registered for the meeting and the distribution of voting tickets
will commence at 3 p.m. 

A.  Matters on the agenda of the general meeting

At the 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 annual accounts, consolidated annual accounts, the
report of the Board of Directors and the auditor's report for the year 2011 

Presentation of the report of the CEO and president

7. Adoption of the annual accounts

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

The Board of Directors proposes to the general meeting that a dividend of EUR 
0.12 per share be distributed for the financial year ended on 31 December 2011.
This dividend will be paid to shareholders who, on the dividend record date of
19 March 2012, 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 26 March 2012. 

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

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 2013 be EUR 5000 per month for the Chairman,
EUR 4000 per month for the Vice Chairman and EUR 3000 per month per member as
well as an 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 general meeting that five (5) 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 general meeting that the current members Arto Hiltunen, Olli-Pekka
Kallasvuo, Ilpo Kokkila, Timo Kokkila, and Ilkka Salonen be re-elected to the
Board of Directors. The nominees have agreed to their membership of the Board.
The term of members of the Board of Directors will end at the close of the
annual general meeting held in 2013. 

The Nomination and Remuneration Committee of the Board of Directors proposes to
the general meeting that Ilpo Kokkila be elected as Chairman of the Board of
Directors. 

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

13. Resolution on the remuneration of the auditor

The Audit Committee of the Board of Directors proposes to the general meeting
that the auditor be reimbursed as per the approved invoice presented by the
same. 

14. Election of Auditor

The Audit Committee of the Board of Directors proposes to the general meeting
that Ernst & Young 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 2013. Ernst & Young Oy has notified that Mikko Rytilahti, 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 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 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 a price valid at the moment of acquisition and a
maximum of 1,000,000 shares in 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 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 general meeting and cancel the authorisation granted by the
annual general meeting on 15 March 2011. 

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

16. Closing of the meeting



B.  Documents of the general meeting

The aforementioned proposals of the Board of Directors to the agenda of the
general meeting, this notice and SRV Group Plc's annual accounts, consolidated
annual accounts, the report of the Board of Directors and the auditor's report
for the financial year 2011 are available at SRV Group Plc's website
www.srv.fi/agm starting from the publishing of this notice. In addition, the
Annual Report of SRV is available at the company's  website on 22 February
2012, at the latest. Minutes of the Annual General Meeting are available at the
aforementioned website starting from 28 March 2012, at the latest. 



C. Instructions for participants in the general meeting

1.  The right to participate and registration

Each shareholder who is registered on 2 March 2012 in the company's
shareholders' register held by Euroclear Finland Ltd., has the right to
participate in the 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 general meeting must register for it no later than 4.00
p.m. on 9 March 2012, by giving prior notice of their participation. Such
notice can be given: 

a) on the company's website www.srv.fi/agm;

b) by telephone +358 201 455 218 or +358 201 455 212 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
500, FI-02201 Espoo, Finland. 

Notices made via the internet or by letter shall 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. 

2.  Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise his/her
rights at the meeting by way of proxy representation. 

A proxy representative shall 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 general meeting. If the shareholder
participates in the 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, to the address SRV Group Plc, Legal Affairs/AGM, P.O. Box
500, FI-02201 Espoo, Finland. 

3.  Holders of nominee registered shares

Shareholders with nominee-registered holdings are entitled to attend the AGM on
the basis of shares based on which he/she on the record date, i.e. on 2 March
2012, 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 am on 9
March 2012 at the latest. This is considered as registering a shareholder with
nominee-registered holdings to attend the AGM. 

A holder of nominee registered shares is advised to request in good time the
necessary instructions regarding registration in the shareholders' register of
the company, the issuing of proxy documents and registration for the general
meeting from his/her custodian bank. The account management organisation of the
custodian bank shall register any holder of nominee registered shares who
wishes to participate in the 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 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 a general meeting, 15 February 2012, the total
number of shares owned by SRV Group Plc is 714,174 shares that give SRV Group
Plc the total number of 714,174  votes. 




Espoo, 15 February 2012


SRV GROUP PLC


Board of Directors



Further information:
Katri Innanen, Chief Legal Counsel, tel +358 400 678 898