Caverion Corporation’s Annual General Meeting, which was held in Helsinki today on March 17, 2014, adopted the 2013 Financial Statements and discharged the members of the Board of Directors and the President and CEO from liability. In addition, the Annual General Meeting decided on the payment of dividends, the composition of the Board of Directors and their fees, the election of the auditor and its fee and the authorisation of the Board of Directors on the repurchase of own shares and share issues.
The minutes of the Annual General Meeting will be available on the company website at www.caverion.com/agm by March 31, 2014 at the latest.
It was decided that a dividend of EUR 0.22 will be paid per share, or a total of EUR 27.6 million, and that the rest of the profit be carried forward to distributable equity, as proposed by the Board of Directors. No dividend will be paid for the treasury shares. The right to a dividend rests with a shareholder who, by the record date of March 20, 2014, has been entered as a shareholder in the company’s shareholder register that is maintained by Euroclear Finland Ltd. It was decided that the dividend will be paid on April 2, 2014.
Composition of the Board of Directors
The Annual General Meeting elected a Chairman, Vice Chairman and three ordinary members to the Board of Directors. Henrik Ehrnrooth was elected as the Chairman of the Board of Directors, Ari Lehtoranta as the Vice Chairman and Anna Hyvönen, Eva Lindqvist and Michael Rosenlew as members of the Board of Directors. The Board of Directors’ term expires at the end of the next Annual General Meeting.
The fees to be paid to the Board of Directors
The General Meeting decided that the following fees be paid to the Board of Directors:
- to the Chairman EUR 6,600/month (EUR 79,200/year),
- to the Vice Chairman EUR 5,000/month (EUR 60,000/year),
- to a member EUR 3,900/month (EUR 46,800/year).
In addition, a meeting fee of EUR 550 is paid for each meeting of the Board of Directors and its committees.
Per diems are paid for trips in Finland and abroad in accordance with the State’s travelling compensation regulations.
Election of the auditor and its fee
PricewaterhouseCoopers Oy, Authorised Public Accountants, was elected as the company's auditor. PricewaterhouseCoopers Oy has nominated Heikki Lassila, Authorised Public Accountant, as responsible auditor. The auditor’s fees will be paid against the invoices approved by Caverion. The auditor’s term expires at the end of the next Annual General Meeting.
Repurchase of own shares
The Annual General Meeting authorised Caverion’s Board of Directors to decide on the repurchase of own shares in accordance with the proposal by the Board of Directors. The authorisation covers the purchasing of a maximum of 12,500,000 company shares using the funds from the company's unrestricted equity. The shares are not to be purchased in proportion to the shareholders’ holdings.
The shares will be purchased in public trading on NASDAQ OMX Helsinki Ltd. The authorisation is valid until March 31, 2015.
The General Meeting authorised Caverion’s Board of Directors to decide on share issues in accordance with the proposal by the Board of Directors. The authorisation may be used in full or in part by issuing a maximum of 25,000,000 Caverion shares in one or more issues. The share issues may be directed, that is, in deviation from the shareholders’ pre-emptive rights, and shares may be issued for subscription against payment or without charge. A share issue may also be directed to the company itself, within the limitations laid down in the Limited Liability Companies Act.
The share issue authorisation includes the authorisation to transfer own shares acquired through share issues. This authorisation applies to a maximum of 12,500,000 shares. The Board of Directors was authorised to decide on the purpose and the terms and conditions for such transfer.
The authorisation is valid until March 31, 2015.
For additional information, please contact:
Jonne Heino, Corporate General Counsel, tel. +358 400 422 403, firstname.lastname@example.org
Distribution: NASDAQ OMX, major media, www.caverion.com