SRV Yhtiöt Oyj — Proxy Solicitation & Information Statement 2021

Mar 5, 2021

Notice to the annual general meeting of SRV Group Plc

Notice to the annual general meeting of SRV Group Plc

SRV GROUP PLC     NOTICE TO THE ANNUAL GENERAL MEETING      5 MARCH 2021   15.30
EET

Notice to the annual general meeting of SRV Group Plc

Notice is given to the shareholders of SRV Group Plc to the annual general
meeting to be held on Monday 29 March 2021 at 4:00 PM (EET) in the main office,
address: Tarvonsalmenkatu 15, 02600 Espoo.

It is not possible to participate in the meeting in person at the meeting venue.
The shareholders of the company and their proxy representatives may participate
in the meeting and exercise their shareholder rights only by voting in advance
and by presenting counterproposals and asking questions in advance. Instructions
for shareholders are presented in this notice under section C “Instructions for
the participants in the general meeting”.

The Board of Directors of the company has resolved that the meeting will be held
on the basis of the so-called temporary act 677/2020 that entered into force on
3 October 2020 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.

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

Attorney at Law Outi Raitasuo shall act as the chairperson of the 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.

1. 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 Johanna Metsä-Tokila. In case Johanna Metsä-Tokila 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.

1. Recording the legality of the meeting

2. 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 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.

1. Presentation of the annual accounts, the report of the Board of Directors and
   the auditor’s report for the year 2020

As participation in the general meeting is possible only by voting in advance,
the annual report including the annual accounts, the report of the Board of
Directors and the auditor's report, which are available on the company‘s website
at www.srv.fi/agm (https://www.srv.fi/en/investors/cg/annual-general
-meeting/annual-general-meeting-2021/) on 5 March 2021 shall be deemed to have
been presented to the general meeting.

1. Adoption of the annual accounts

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

The Board of Directors proposes that due to the loss shown on the balance sheet
no dividend is distributed for the financial year ended on 31 December 2020
based on the balance sheet to be adopted.

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

2. Approval of the excecutive remuneration report

The Board of Directors proposes that the Remuneration Report for 2020 be
approved. The resolution is advisory in accordance with the Finnish Limited
Liability Companies Act.

The Remuneration Report is available on SRV Group Plc’s website at
www.srv.fi/agm (https://www.srv.fi/en/investors/cg/annual-general-meeting/annual
-general-meeting-2021/).

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

The Shareholders’ Nomination Board proposes changes to the fees.

The proposal of the Shareholders’ Nomination Board to the general meeting is as
follows:

The Shareholders’ Nomination Board proposes that the fees for Members of the
Board of Directors for the term up to the close of the Annual General Meeting
held in 2022 be EUR 6,000 per month for the Chairman (in 2020: EUR 5,000/month),
EUR 4,000 per month for the Vice Chairman (in 2020: EUR 4,000/month) EUR 3,000
per month per member (in 2020: EUR 3,000/month) and 4,000 for the Chairman of
the Audit Committee in case he/she does not act as Chairman or Vice Chairman of
the Board of Directors at the same time (in 2020: EUR 3,000/month).

In addition, the Shareholders’ Nomination Board proposes that for the Members of
the Board of Directors shall be paid a EUR 700 fee per member per meeting for
Board and Committee meetings (in 2020: EUR 700). Travel expenses arising from
work for the Board of Directors shall be reimbursed in accordance with the
company’s travel policy.

1. 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.

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

The Shareholders’ Nomination Board proposes that the following current members
be elected again to the Board of Directors: Timo Kokkila, Hannu Leinonen, Heikki
Leppänen and Tomi Yli-Kyyny, and that Heli Iisakka be elected as a new member 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 2022.

The Shareholders’ Nomination Board proposes that Tomi Yli-Kyyny be elected as
the 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/agm (https://www.srv.fi/en/investors/cg/annual
-general-meeting/annual-general-meeting-2021/).

1. Resolution on the remuneration of the auditor

The Audit Committee of the Board of Directors proposes that the Auditor be
reimbursed as per an approved invoice by the company.

1. Election of auditor

The Audit Committee of the Board of Directors proposes 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 2022. PricewaterhouseCoopers Oy has notified the company that
APA Enel Sintonen would be the responsible auditor.

1. Amendment of the articles of association

The Board of Directors proposes that article 6 of the Articles of Association be
amended as follows:

6 § The company shall be represented:

1.
by a member of the board of directors together with the CEO, the deputy to the
CEO, another member of the board of directors or with a person authorized to
represent the company, two together or

2.
by persons authorized to represent the company by the resolution of the board of
directors, two together or each separately with a member of the board of
directors or with the CEO.

1. Authorizing the Board of Directors to resolve on acquiring the company's own
   shares

The Board of Directors proposes that the 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 2022. It revokes the authorization
granted to the Board of Directors at the Annual General Meeting on 26 March 2020
to decide on the repurchase of the company's own shares.

1. Authorizing the Board of Directors to resolve on share issues and granting
   of special rights

The Board of Directors proposes that the 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.

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 2022. The authorization
revokes the authorization granted to the Board of Directors at the Annual
General Meeting on 26 March 2020 to decide on share issues and granting of
special rights.

1. Closing of the meeting

B. Documents of the general meeting

The proposals for the decisions on the matters on the agenda of the general
meeting, the Remuneration Report as well as this notice are available on SRV
Group Plc’s website at www.srv.fi/agm (https://www.srv.fi/en/investors/cg/annual
-general-meeting/annual-general-meeting-2021/).

The annual report of SRV Group Plc including the annual accounts, the report of
the Board of Directors and the auditor's report are available on the above
-mentioned website on 5 March 2021.

The minutes of the meeting will be available on the above-mentioned website at
latest from 12 April 2021.

C. Instructions for the participants in the 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 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 presentation 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 (https://www.srv.fi/en/investors/cg/annual-general-meeting/annual
-general-meeting-2021/) on 18 March 2021.

1.  Right to participate of a shareholder registered in the shareholders’
register

Each shareholder, who is registered on the record date of the general meeting,
i.e. on 17 March 2021 in the shareholders’ register of the company 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 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 meeting and advance voting will begin on 11 March 2021 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 general meeting, must register for
the general meeting and deliver his/her votes in advance by 22 March 2021 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 11 March 2021 at 9:00 AM (EET) – 22 March 2021 at 4:00 PM
(EET) by the following means:

a.
On the company’s website
www.srv.fi/agm (https://www.srv.fi/en/investors/cg/annual-general-meeting/annual
-general-meeting-2021/)

Registering and voting in advance requires strong electronic identification
(bank codes or the Mobile ID) for natural persons and business ID and the
shareholder’s book-entry account number for legal persons.

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 (https://www.srv.fi/en/investors/cg/annual-general-meeting/annual
-general-meeting-2021/) 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.

If a shareholder participates in the 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 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 general meeting and the there to related
necessary handling of registrations.

Instructions regarding the voting are available to all shareholders on the
company’s website www.srv.fi/agm (https://www.srv.fi/en/investors/cg/annual
-general-meeting/annual-general-meeting-2021/).

Additional information during the registration period is also available by
telephone at +358405003610 on weekdays from 10:00 AM (EET) to 3:00 PM (EET).

3.  Proxy representative and powers of attorney

A shareholder, who will not vote in advance himself/herself, may participate in
the general meeting and exercise his/her rights at the meeting by way of proxy
representation.

A shareholder may appoint a proxy representative of his/her choice to exercise
the shareholder’s voting rights at the general meeting in accordance with the
voting instructions given by the shareholder.

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
general meeting. When a shareholder participates in the 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 general meeting.

A template for a proxy document and voting instructions are available at the
company’s website www.srv.fi/agm (https://www.srv.fi/en/investors/cg/annual
-general-meeting/annual-general-meeting-2021/) on 11 March 2021 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 general meeting provided that the shareholder
information required for registration is provided.

4.  Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on the record
date of the general meeting, i.e. on 17 March 2021 would be entitled to be
registered in the shareholders’ register of the company held by Euroclear
Finland Ltd. The right to participate in the 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 24 March 2021 by 10:00 AM (EET). As regards nominee registered shares
this constitutes due registration for the general meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholder’s
register of the company, the issuing of proxy documents and registration 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
wants to participate in the general meeting, into the temporary shareholders’
register of the company at the latest by the time stated above. The account
management organization of the custodian bank shall also arrange 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 (https://www.srv.fi/en/investors/cg/annual-general-meeting/annual
-general-meeting-2021/).

1. 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 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 10
March 2021 at 10:00 AM (EET).

Shareholders making a counterproposal must, in connection with delivering the
counterproposal, present evidence of their shareholdings. The counterproposal
will be considered at the general meeting provided that the shareholder has the
right to participate in the general meeting, he/she has registered for the
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 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 (https://www.srv.fi/en/investors/cg/annual
-general-meeting/annual-general-meeting-2021/) by no later than 11 March 2021.

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 general meeting until 15 March 2021 by e-mail to
yhtiokokous@srv.fi or by mail to SRV Group Plc, Johanna Metsä-Tokila/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 (https://www.srv.fi/en/investors/cg/annual-general-meeting/annual
-general-meeting-2021/) by no later than 18 March 2021. 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 general meeting 5 March 2021 the total number
of shares in SRV Group Plc was 263,017,341 shares, representing an equal number
of votes.

SRV GROUP PLC

Board of Directors

For further information, please contact:
Johanna Metsä-Tokila, SVP, General Counsel, tel. +358 40 562 0408, johanna.metsa
-tokila@srv.fi
Miia Eloranta, SVP, Communications and Marketing, tel. +358 50 441 4221,
miia.eloranta@srv.fi

Distribution:
Nasdaq Helsinki
Main media
www.srv.fi

You can also find us on the social media:

Facebook (https://www.facebook.com/srv.fi)
LinkedIn (https://www.linkedin.com/company/srv)
Twitter (https://twitter.com/SRVYhtiot)
Instagram (https://instagram.com/srvfinland/)

SRV in brief
SRV is a developer and innovator in the construction industry. Our objective is
a new lifecycle-wise reality where solutions related to construction ensure well
-being, financial value and the benefit of users, residents and environment –
for years and generations to come. Our genuine cooperation and enthusiasm for
our work comes across in every encounter. Sustainability is reflected in all our
activities.

Our company, established in 1987, is listed on the Helsinki Stock Exchange. We
operate in growth centres in Finland and Russia. In 2020, our revenue totalled
EUR 975.5 million. In addition to about 1,000 SRV employees, we employ a network
of around 4,200 subcontractors.

SRV - Building for life