SRV Yhtiöt Oyj — Proxy Solicitation & Information Statement 2025

Mar 5, 2025

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 2025
15:25 EET
Notice to the Annual General Meeting of SRV Group Plc

The Annual General Meeting of SRV Group Plc is to be held on Thursday, 27 March
2025 at 4:00 p.m. (EET) in restaurant Derby at the address Tarvonsalmenkatu 15,
02600 Espoo. The reception of persons who have registered for the meeting and
the distribution of voting tickets will commence at 3:00 p.m. (EET).

The company's shareholders can also exercise shareholder rights by voting in
advance. Instructions concerning voting in advance are provided in section C of
this notice.

Shareholders may submit questions referred to in Chapter 5, Section 25 of the
Finnish Limited Liability Companies Act with respect to the matters to be
considered at the meeting also in writing before the general meeting.
Instructions for submitting written questions are set out in section C of this
notice.

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 scrutinize the minutes and to supervise the counting
   of votes

4. Recording the legality of the meeting

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

6. Presentation of the annual accounts, the consolidated annual accounts, the
   report of the Board of Directors, the auditor's report and the assurance report
   on sustainability reporting for the year 2024

Review by the President & CEO

The annual accounts, the consolidated annual accounts, the report of the Board
of Directors, the auditor's report and the assurance report on sustainability
reporting are available on the company's website at www.srv.fi/agm2025.

1. Adoption of the annual accounts and the consolidated 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 no dividend is distributed for the
financial period ended on 31 December 2024 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. Adoption of the remuneration report for governing bodies

The Board of Directors proposes that the remuneration report for 2024 be
adopted. 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/agm2025.

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

The Shareholders' Nomination Board proposes that the remuneration of members of
the Board of Directors would remain unchanged and that the following annual fees
would be paid:

•                          Board Chair, an annual fee of EUR 72,000,

•                          Vice Chair, an annual fee of EUR 48,000,

•                          Board member, an annual fee of EUR 36,000, and

•             Chair of the Audit Committee, an annual fee of EUR 48,000, if
he/she does not simultaneously act as Chair or Vice Chair of the Board of
Directors.

In addition, the Nomination Board proposes that EUR 700 fee per member per
meeting for Board and Committee meetings be paid (year 2024: EUR 700). Travel
expenses arising from work for the Board of Directors shall be reimbursed in
accordance with the company's travel policy.

In addition, the Shareholders' Nomination Board proposes the annual remuneration
of the Board to be paid as a combination of company shares and cash in such a
manner that 40% of the annual remuneration is paid in the company's shares,
which will be purchased from the market on behalf of the members of the Board of
Directors at a price determined in public trading, and 60% is paid in cash. The
company will reimburse the transaction costs and capital transfer tax in
connection with the purchase of the remuneration shares. The shares will be
purchased within a period of two weeks beginning from the date following the
publication of the quarterly result for the period 1 January - 31 March 2025.
Meeting fees are proposed to be paid in cash.

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

The Shareholders' Nomination Board proposes that six (6) members be elected to
the Board of Directors.

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

The Shareholders' Nomination Board proposes that present members Matti Ahokas,
Heli Iisakka, Ari Lehtoranta, Hannu Leinonen and Tuomas Kokkila be re-elected as
members of the Board of Directors and Anna Hyvönen be elected as a new member of
the Board of Directors. In addition, Nomination Board proposes that Ari
Lehtoranta be elected as the Chair of the Board of Directors.

The nominees have given their consent to the position, and they are independent
of the company and of the company's significant shareholders except for Tuomas
Kokkila who is not independent of the company because he has been employed by
SRV Group Plc until 31 July 2023 and not independent of significant shareholders
because he is a Board member in Pontos Oy which exercises control in the
company's significant shareholder AS Pontos Baltic.

Presentation of the proposed new member Anna Hyvönen is available on SRV's
website: www.srv.fi/agm2025. The proposed current members of the Board of
Directors are presented on SRV's website: www.srv.fi/en/srv-as-a
-company/investor/governance/board-directors/members-board
-directors/introductions-board.

1. Resolution on the remuneration of the Auditor

Following the recommendation of the Audit Committee, the Board of Directors
proposes that the Auditor be reimbursed as per an approved invoice.

1. Election of the Auditor

Following the recommendation of the Audit Committee, the Board of Directors
proposes that PricewaterhouseCoopers Oy, a firm of authorized public
accountants, be re-elected as the company's Auditor for a term continuing until
the close of the Annual General Meeting 2026. PricewaterhouseCoopers Oy has
notified the company that APA Jukka Torkkeli will be the responsible auditor.

1. Resolution on the remuneration of the Sustainability Reporting Assurer

Following the recommendation of the Audit Committee, the Board of Directors
proposes that the Sustainability Reporting Assurer be reimbursed as per an
approved invoice.

1. Election of the Sustainability Reporting Assurer

Following the recommendation of the Audit Committee, the Board of Directors
proposes that PricewaterhouseCoopers Oy, a sustainability audit firm be re
-elected as the company's Sustainability Reporting Assurer for a term continuing
until the close of the Annual General Meeting 2026. PricewaterhouseCoopers Oy
has notified the company that ASA Jukka Torkkeli will be the responsible
sustainability reporting assurer.

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

The Board of Directors proposes that the Annual 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 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.

Own shares may be acquired at the market price quoted on their trading venue at
the time of the acquisition or otherwise at the market price. 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 or the management's
incentive schemes 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 2026. It revokes the authorization
granted to the Board of Directors at the Annual General Meeting on 25 March 2024
to resolve on the acquisition of the company's own shares.

1. Authorizing the Board of Directors to resolve on the issuance of shares and
   special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to resolve on the issuance of shares and issuance of special
rights entitling to shares as follows:

The Board of Directors may resolve 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
Limited Liability Companies Act either for consideration or free of
consideration in one or several instalments. The Board of Directors may also
resolve on the issuance of new shares free of consideration to the company
itself in one or more instalments.

Under the authorization, the number of shares to be issued or the number of
reissued shares held by the company, shall not exceed 1,700,000 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 Limited Liability 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 programmes.

The Board of Directors is authorized to resolve on all other terms and
conditions of the issuance of shares and special rights entitling to shares.

The authorization is valid until 30 June 2026. It revokes the authorization
granted to the Board of Directors at the Annual General Meeting on 25 March 2024
to resolve on share issues and granting of special rights.

1. Amendment of the Articles of Association

The Board of Directors proposes that article 11 of the Articles of Association
be amended to be read as follows (amendments underlined):

The general meeting shall be held in Espoo or in Helsinki in accordance with the
decision made by the Board of Directors.

The Board of Directors may also resolve on organizing a general meeting without
a meeting venue whereby the shareholders shall exercise their power of decision
in full in real time during the meeting by the use of telecommunication
connections and technical means (remote meeting).

The annual general meeting to be held yearly by the end of May on a day decided
by the Board of Directors

shall decide:

1. the adoption of the Financial Statements and Consolidated Financial
   Statements
2. the allocation of profit shown by the Balance Sheet;
3. the discharge of Board members and the Managing Director from liability;
4. the number of Board members
5. the remuneration of Board members,  the Auditor and the Sustainability
   Reporting Assurer;

shall elect:

1. the Board members
2. the Board Chair among Board members
3. the Auditor
4. the Sustainability Reporting Assurer and

shall handle:

1. other matters defined in the notice of the annual general meeting.

It is proposed that the Articles of Association remain unchanged in other
respects.

1. Amendment of the Charter for the Shareholders' Nomination Board

The Shareholders' Nomination Board proposes that the Charter for the
Shareholder's Nomination Board be amended so that the Nomination Board comprises
of three (3) members appointed by the three largest shareholders of the company.
The Chair of the Board of Directors participates in the work of the Nomination
Board as an expert but is not a member of the Nomination Board (previously a
member).

In addition, certain technical amendments are proposed to be made to the Charter
of the Nomination Board.

The Charter in the proposed amended form is available on SRV's website:
www.srv.fi/agm2025.

1. Closing of the meeting

B.                         Documents of the general meeting

The proposals for the resolutions on the matters on the agenda of the Annual
General Meeting as well as this notice are available on SRV Group Plc's website
at the address www.srv.fi/agm2025.

The annual report of SRV Group Plc for the year 2024 including the annual
accounts, the consolidated annual accounts, the report of the Board of Directors
and the Auditor's report, the assurance report on sustainability reporting as
well as the remuneration report, is available on the above-mentioned website.
The proposals for the resolutions and the other above-mentioned documents will
also be available at the Annual General Meeting.

The minutes of the meeting will be available on the above-mentioned website at
latest on 10 April 2025.

C.                         Instructions for the participants in the Annual
General Meeting

1. Shareholder registered in the shareholders' register

Each shareholder, who is registered on the record date of the Annual General
Meeting, i.e., on 17 March 2025 in the shareholders' register of the company
held by Euroclear Finland Oy, 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 registered in the shareholders' register of the company.

Preregistration for the Annual General Meeting commences on 6 March 2025 at
10:00 a.m. (EET). A shareholder registered in the shareholders' register of the
company, who wishes to participate in the Annual General Meeting shall
preregister at latest on 24 March 2025 at 4:00 p.m. (EET) by giving a prior
notice of attendance, which shall be received by the company no later than on
the above-mentioned date and time.

Such notice can be given:

a) On the company's website at www.srv.fi/agm2025

Electronic registration requires strong identification of the shareholder or
their legal representative or proxy with a Finnish, Swedish or Danish bank ID,
or a mobile certificate.

b) By e-mail to Innovatics Oy to agm@innovatics.fi. Shareholders registering by
e-mail shall submit the registration form and eventual advance voting form
available on the company's website www.srv.fi/agm2025 or equivalent information.

c) By regular mail to the following address: Innovatics Oy, General Meeting /
SRV Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki. Shareholders
registering by mail shall submit the registration form and eventual advance
voting form available on the company's website www.srv.fi/agm2025 or equivalent
information.

When registering to attend the general meeting, individuals are required to
provide the following information: the shareholder's name, date of birth or
business ID, e-mail address or phone number and address, as well as the name of
a possible assistant or proxy representative, and date of birth and e-mail
address or phone number of a proxy representative.

The personal data given to SRV Group Plc or to Innovatics Oy is used only in
connection with the general meeting and with the processing of related
registrations.

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation at the meeting venue.

Additional information on registration and advance voting during the
registration period is also available by telephone during the registration
period of the general meeting by calling Innovatics Oy at +358 10 2818 909 on
weekdays from 9:00 a.m. to 12:00 p.m. (EET) and from 1:00 p.m. to 4:00 p.m.
(EET).

2.            Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
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 2025 would be entitled to be
registered in the shareholders' register of the company held by Euroclear
Finland Oy. The right to participate requires, in addition, that the shareholder
on the basis of such shares has been temporarily registered into the
shareholders' register held by Euroclear Finland Oy at the latest by 24 March
2025 by 10:00 a.m. (EET). As regards nominee registered shares this constitutes
due registration for the Annual General Meeting. Changes in the holding of
shares that take place after the record date of the general meeting have no
effect on the right to participate or to vote in the general meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions from the custodian bank regarding the temporary
registration in the shareholders' register, the issuing of proxy documents and
voting instructions and preregistration for the Annual General Meeting as well
as advance voting. The account manager of the custodian bank shall temporarily
register a holder of nominee registered shares who wants to participate in the
general meeting into the shareholders' register of the company by the above
-mentioned date at latest and, if necessary, arrange advance voting on behalf of
the holder of nominee registered shares before the end of the registration
period applicable to holders of nominee registered shares.

Further information is available on the company's website at www.srv.fi/agm2025.

1. 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 shareholder's proxy may also elect to vote in advance as described in this
notice if they so wish. The proxy representative must authenticate to the
electronic registration service and advance voting personally with strong
authentication, after which they will be able to register and, if necessary,
vote in advance on behalf of the shareholder, who they represent.

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. Proving the right to represent can be done by using the
suomi.fi e-Authorizations service available in the electronic registration
service. A template for a proxy document and voting instructions is available at
the company's website at www.srv.fi/agm2025 after the start of the
preregistration period. 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.

Possible proxy documents should be delivered preferably as an attachment with
the electronic registration or alternatively by mail before the last date for
registration at latest on 24 March 2025 at 4:00 p.m. (EET), to the address
Innovatics Oy, General Meeting / SRV Group Plc, Ratamestarinkatu 13 A, FI-00520
Helsinki or by e-mail to agm@innovatics.fi.

In addition to submitting proxy documents, a shareholder or her/his proxy
representative shall ensure that she/he has registered for the Annual General
Meeting in the manner described above in this notice.

1. Voting in advance

Shareholders, whose shares are registered on his/her personal Finnish book-entry
account can vote in advance on items 7-21 on the agenda during the period 6
March 2025 at 10:00 a.m. (EET)-24 March 2025 at 4:00 p.m. (EET):

a. On the company's website www.srv.fi/agm2025. Login to the service is done in
the same way as for registration in section C.1.a) of this notice.

b. By mail by submitting the advance voting form available on the company's
website or equivalent information to Innovatics Oy at Innovatics Oy, General
Meeting / SRV Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

c. By e-mail by submitting the advance voting form available on the company's
website or equivalent information to Innovatics Oy by e-mail at
agm@innovatics.fi.

Advance votes must be received by the time the advance voting ends. In addition
to voting in advance a shareholder shall preregister to the general meeting
before the last date for registration.

A shareholder who has voted in advance cannot exercise the right to ask
questions under the Finnish Limited Liability Companies Act and has no right to
demand a vote unless he/she attends the general meeting in person or by proxy at
the meeting venue.

Advance voting for holders of nominee registered shares is carried out via the
account manager. The account manager may vote in advance on behalf of the
holders of nominee registered shares he/she represents in accordance with the
voting instructions given by the holders of nominee registered shares during the
registration period applicable to holders of nominee registered shares.

The proposal for a resolution subject to an advance vote shall be deemed to have
been submitted unchanged to the general meeting. The terms of the electronic
advance voting and other instructions are available on the company's website at
www.srv.fi/agm2025.

1. Other instructions and information

The meeting will be held in Finnish.

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies
Act, a shareholder may also present questions with respect to the matters to be
considered at the general meeting in advance by 20 March 2025 by e-mail to
y (yhtiokous@srv.fi)htiokous@srv.fi (yhtiokous@srv.fi). The company's management
will answer such questions submitted in writing in advance at the general
meeting.

Changes in the holding of shares that take place after the record date of the
general meeting have no effect on the right to participate or to vote in the
general meeting.

On the date of this notice to the general meeting 5 March 2025, the total number
of shares in SRV Group Plc is 16,982,343 shares, representing an equal number of
votes.

In Espoo, on 5 March 2025

SRV GROUP PLC

Board of Directors

For further information, please contact:

Liisa Krogerus, Senior Vice President, General Counsel, tel. +358 40 024 9251,
liisa.krogerus@srv.fi

Distribution:
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/c
ompany/srv)   X (https://twitter.com/SRVYhtiot)   Instagram (https://instagram.co
m/srvfinland/)

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 the well-being of both the environment and people into
consideration. We call this approach life-cycle 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 Finland. In 2024, our revenue totalled EUR 745.8
million. In addition to approximately 800 in-house staff, we have a network of
around 3,200 partners.

SRV - Building for life