Annual General Meeting 2016

The Annual General Meeting of Caverion Corporation held on Monday March 21, 2016 at 10 a.m. in Helsinki, adopted the Financial Statements for the year 2015 and discharged the members of the Board of Directors and the President and CEO from liability. In addition, the Annual General Meeting resolved on the payment of dividends, the composition of the Board of Directors and their remuneration, the election of the auditor and its remuneration as well as authorised the Board of Directors to decide on the repurchase of the company’s own shares and share issues. All decisions were made without voting.

Resolutions


Dividend payout

The Annual General Meeting approved the proposal of the Board of Directors to pay a dividend of EUR 0.28 per share. The dividend will be paid to shareholders who on the dividend payment record date on March 23, 2016 are recorded in the company’s shareholder register maintained by Euroclear Finland Ltd. It was decided that the dividend will be paid on April 4, 2016. No dividend will be paid for the treasury shares.

Composition of the Board of Directors

The Annual General Meeting elected a Chairman, Vice Chairman and four ordinary members to the Board of Directors. Ari Lehtoranta was elected as the Chairman of the Board of Directors, Michael Rosenlew as the Vice Chairman and Markus Ehrnrooth, Anna Hyvönen, Eva Lindqvist and Ari Puheloinen as members of the Board of Directors for a term continuing until the end of the next Annual General Meeting. 

The remuneration to be paid to the Board of Directors

The Annual General Meeting decided that the following remuneration will 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. Possible travel expenses are reimbursed in accordance with the principles related to remuneration of tax-exempt travel expenses approved by the Tax Administration.

Election of the auditor and its remuneration


Audit firm PricewaterhouseCoopers Oy was elected as the company's auditor. The auditor’s remuneration will be paid according to invoices approved by Caverion. The auditor’s term expires at the closing of the next Annual General Meeting.

Repurchase of own shares

The Annual General Meeting authorised 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 repurchase of a maximum of 12,000,000 company´s own shares using the company's unrestricted equity, at fair value at the date of repurchase, which shall be the prevailing market price in the trading at the regulated market organized by Nasdaq Helsinki Ltd. The shares may be repurchased other than pro rata to the shareholders’ existing holdings. The authorisation is valid for eighteen months from the date of the resolution of the Annual General Meeting.

Share issues

The Annual General Meeting authorised 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 also includes the authorisation to transfer own shares that are in the possession of company or may be acquired. This authorisation applies to a maximum of 12,500,000 company’s own 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, 2017.

Important dates
AGM record date
March 9, 2016
     
Last day to give
notice of attendance
March 16, 2016 by 10 a.m.
Finnish time
     
AGM March 21, 2016 at 10 a.m.
Finnish time
     
Dividend payment
record date
March 23, 2016
     
Dividend payment date April 4, 2016