Notice is given to the shareholders of Caverion Corporation that the Annual General Meeting this year will be held on Monday 21 March 2016 at 10 a.m. Finnish time in the Congress Wing of the Messukeskus, Exhibition and Convention Centre Helsinki, Messuaukio 1, 00520 Helsinki, Finland. The reception of persons who have registered to attend the Annual General Meeting and the distribution of voting slips will commence at 9 a.m. Finnish time. Refreshments will be served from 9 a.m.
The Annual General Meeting will be conducted in the Finnish language. Simultaneous translation (Finnish/English) is available at the meeting.
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 verify the minutes and persons 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 Financial Statements, the report of the Board of Directors and the auditor’s report for the year 2015
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Resolution on the number of members of the Board of Directors
11. Resolution on the remuneration of Chairman, Vice Chairman and members of the Board of Directors
12. Election of the Chairman, Vice Chairman and members of the Board of Directors
13. Resolution on the remuneration for the auditor
14. Election of the auditor
15. Authorization of the Board of Directors to decide on the repurchase of the company’s own shares
16. Authorization of the Board of Directors to decide on share issues
17. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The company’s Financial Statements Bulletin and this notice of meeting are available for shareholders on the company website www.caverion.com as of 27 January 2016. Caverion Corporation’s Financial Statements, Consolidated Financial Statement, the auditor’s report and proposals of the Board of Directors are available on the company website at the latest during week 8 in February 2016. The notice of meeting and other documents mentioned above are also available for viewing at the Annual General Meeting. The company will not publish a printed annual report.
The minutes of the Annual General Meeting will be available on the above-mentioned website no later than 4 April 2016.
C. INSTRUCTIONS FOR THOSE PARTICIPATING IN THE ANNUAL GENERAL MEETING
1. Right to participate and registration
Each shareholder who is registered in the shareholder register of the company maintained by Euroclear Finland Ltd on the record date of the Annual General Meeting, which is Wednesday, 9 March 2016, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in their personal Finnish book-entry account is registered in the shareholder register of the company.
A shareholder who is registered in the company’s shareholder register and who wishes to participate in the Annual General Meeting must register for the Annual General Meeting no later than Wednesday, 16 March 2016 at 10 a.m. Finnish time by giving a prior notice of participation. Such notice can be given:
· on the company website: www.caverion.com/AGM
· by phone: +358 20 770 6882, Monday to Friday from 9 a.m. to 4 p.m. Finnish time.
When registering, a shareholder shall notify their name, personal identification number or business ID number, address, telephone number and the name of any assistant or proxy representative and the personal identification number of any proxy representative. The personal data disclosed by shareholders to Caverion Corporation will be used only in connection with the Annual General Meeting and with the processing of related registrations.
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 Annual General Meeting, Wednesday, 9 March 2016, would be entitled to be registered in the shareholder register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholder register held by Euroclear Finland Ltd no later than on 16 March 2016 by 10 a.m. Finnish time. As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting.
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian bank will register a holder of nominee-registered shares who wishes to participate in the Annual General Meeting into the temporary shareholder register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the Annual General Meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner prove his/her right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with registration for the Annual General Meeting. Proxy templates are available on the company’s website www.caverion.com/AGM.
Any proxy documents should be notified in connection with registration and they should be delivered in originals to Caverion Corporation, Satu Aromaa, PL 59, 00621 Helsinki, Finland, before the last date for registration. Alternatively, a copy of a proxy can also be delivered by email to firstname.lastname@example.org, in which case the original shall be presented at the registration desk.
4. Other information
Pursuant to Chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the Annual General Meeting.
On the date of this notice to the Annual General Meeting, 26 January 2016, the total number of shares and votes in Caverion Corporation is 125,596,092.
Helsinki, 26 January 2016
Board of Directors
Distribution: Nasdaq Helsinki, principal media, www.caverion.com