Share capital and authorisations

The number of shares was 125,596,092 and the share capital was EUR 1,000,000 on 1 January 2018. Caverion held 512,328 treasury shares on 1 January 2018.

After the execution of the Matching Share Plan 2018-2022 and the related share issues and transfers, the total number of registered shares in Caverion was 129,396,092 and Caverion held 3,264,451 treasury shares. More detailed information related thereto was published in stock exchange releases on 7 February 2018, 19 February 2018, 1 March 2018 and 8 March 2018.

On 15 June 2018 the Company announced that it had directed a share issue of 9,524,000 new shares in the Company to institutional investors. The total number of issued shares in the Company following the Share Issue is 138,920,092. Read more about the share issue here.

On 28 February 2019, Caverion conveyed 23,622 Caverion Corporation shares held by the company to a key person participating in the Restricted Share Plan. No new shares were issued in connection with the plan and therefore the plan had no diluting effect.

Furthermore, the Board of Directors of Caverion Corporation decided on a directed share issue without consideration for the payment of the first reward instalment from Caverion’s Matching Share Plan 2018–2022 on 14 May 2019. Prior to the directed share issue, Caverion held a total of 3,240,829 of its own shares, of which 2,947,289 own shares remain with the company after the directed share issue. Further information on this directed share issue without consideration has been presented below.

Authorising Caverion's Board of Directors to decide on share issues

The Annual General Meeting of Caverion Corporation, held on 25 March 2019, authorised the Board of Directors to decide on share issues in accordance with the proposal by the Board of Directors. The number of shares to be issued may not exceed 13,500,000 shares, which corresponds to approximately 9.7% of all the shares in the Company. The Board of Directors decides on all the conditions of the issuance of shares. The authorisation concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The authorisation can be used e.g. in order to strengthen the Company's capital structure, to broaden the Company's ownership, to be used as payment in corporate acquisitions or when the Company acquires assets relating to its business and as part of the Company's incentive programmes.

The authorisation cancels the authorisation given by the General Meeting on 26 March 2018 to decide on the issuance of shares. The authorisation is valid until 31 March 2020.

In the directed share issue without consideration, 293,540 Caverion Corporation shares held by the company were on 14 May 2019 been conveyed to key employees included in the Matching Share Plan 2018–2022. The conveyance of shares through the directed share issue without consideration was based on the authorisation granted to the Board of Directors by the Annual General Meeting of Shareholders held on 25 March 2019. The shares were delivered as a reward from the matching period 1 March 2018 – 28 February 2019. The launch of the plan and its main terms and conditions were published in a stock exchange release on 7 February 2018. 


Authorising Caverion's Board of Directors to decide on the repurchase and/or on the acceptance as pledge of own shares of the company


The Annual General Meeting of Caverion Corporation, held on 25 March 2019, authorised the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares in accordance with the proposal by the Board of Directors. The number of own shares to be repurchased and/or on the acceptance as pledge shall not exceed 13,500,000 shares, which corresponds to approximately 9.7% of all the shares in the Company. The Company may use only unrestricted equity to repurchase own shares on the basis of the authorisation. Purchase of own shares may be made at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors resolves the manner in which own shares be repurchased. Repurchase of own shares may be made using, inter alia, derivatives. Repurchase of own shares may be made otherwise than in proportion to the share ownership of the shareholders (directed repurchase).

The authorisation cancels the authorisation given by the General Meeting on 26 March 2018 to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares. The authorisation is effective until 25 September 2020. The Board of Directors has not used the authorisation during 2019.

As part of the implementation of the Matching Share Plan, the company has accepted as a pledge the shares acquired by those key employees who took a loan from the company. As a result, Caverion had 709,090 Caverion Corporation shares as a pledge at the end of the reporting period on 30 September 2019.