Treasury shares and authorisations


Caverion Corporation currently holds  2,947,289  treasury shares.

 

Date

Change, number

Own shares, total

Incident

May 14, 2019 293,540 2,947,289
In the directed share issue without consideration, 293,540 Caverion Corporation shares held by the company have on 14 May 2019 been conveyed to key employees included in the Matching Share Plan 2018–2022. 
February 28, 2019 23,622 3,240,829 Directed share issue without payment conveyed to a key person participating in the Restricted Share Plan
 March 8, 2018  87,912  3,264,451 Subscription pursuant to secondary subscription right in the directed share issue related to the implementation of the Matching Share Plan 2018-2022 for Group’s key employees
 March 1, 2018  959,965  3,352,363  Directed share issue related to the implementation of the Matching Share Plan 2018-2022 for Group’s key employees
 February 19, 2018 3,800,000  4,312,328 A total of 3,800,000 new shares were subscribed for in Caverion Corporation’s share issue directed to the company itself without payment. 
 April 1, 2016 237   512,328 Caverion Corporation received 237 own shares according to the terms and conditions of share-based incentive scheme.*) 
 December 31, 2015 630   512,091 Caverion Corporation received 630 own shares according to the terms and conditions of share-based incentive scheme.*)

 October 1, 2015  474  511,461 Caverion Corporation received 474 own shares according to the terms and conditions of share-based incentive scheme.*)

March 12, 2015

1,493

510,750
 
Caverion Corporation received 1,493 own shares according to the terms and conditions of share-based incentive scheme.*)

December 31, 2014 2,102  509,257 
Caverion Corporation received 2,102 own shares according to the terms and conditions of share-based incentive scheme. *)


September 30, 2014

1,518 

507,155

Caverion Corporation received 1,518 own shares according to the terms and conditions of share-based incentive scheme. *)

July 23, 2014−August 12, 2014  500,000  505,637

Caverion Corporation repurchased 500,000 own shares based on the authorization given by the Annual General Meeting on March 17, 2014. The shares were purchased to accomplish and hedge the long-term share-based incentive plan 2014−2016 for the company’s key senior executives.

The shares were acquired in a public trading arranged by NASDAQ OMX Helsinki Ltd at the market price on July 23, 2014− August 12, 2014.

Cumulative turnover was EUR 3,172,965.90 and cumulative price EUR  6.3459. 

March 13, 2014
 
1,557

5,637

Caverion Corporation received 1,557 own shares according to the terms and conditions of share-based incentive scheme. *)

Dec 31, 2013
 
2,706
 
4,080
 

Caverion Corporation received 2,706 own shares according to the terms and conditions of share-based incentive scheme. *)


Sep 30, 2013

1,374

1,374

Caverion Corporation received 1,374 own shares according to the terms and conditions of share-based incentive scheme. *)

*) The shares were initially transferred to those key persons who were included in the target group of YIT Corporation’s share-based incentive scheme of 2010−2016 during the 2011−2012 earnings periods, and who have later in the demerger of YIT Corporation transferred to Caverion Corporation’s employ.

Authorisations of the Board of Directors

Annual General Meeting 2019


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.

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 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.

Earlier authorisations


Annual General Meeting 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 the Caverion Corporation, held on 26 March 2018, authorised the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares. The authorisation covers the repurchase and/or acceptance as pledge of a maximum of 12,000,000 of the 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 organised by Nasdaq Helsinki Ltd. The shares may be repurchased other than pro rata to the shareholders’ existing holdings. The share purchase will decrease the company’s distributable unrestricted equity.

The Board of Directors did not use the authorisation on the repurchase of own shares. As part of the implementation of the Matching Share Plan in 2018, the company accepted as a pledge the shares acquired by those key employees who took a loan from the company. As a result, Caverion had 654,312 Caverion Corporation shares as a pledge at the end of the reporting period on 31 December 2018.

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

The Annual General Meeting, held on 26 March 2018, authorised the Board of Directors to decide on share issues. The authorisation may be used in full or in part by issuing a maximum of 12,000,000 Caverion shares in one or more issues. The Board of Directors may decide on a directed share issue in deviation from the shareholders’ pre-emptive rights. The Board of Directors would be authorised to decide to whom and in which order the shares will be issued. 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. In the share issues shares may be issued for subscription against payment or without charge. The Board of Directors is also authorised to decide on a share issue without payment directed to the company itself, within the limitations laid down in the Companies Act. The authorisation empowers the Board of Directors to decide on the terms and conditions of and measures related to the share issues in accordance with the Companies Act, including the right to decide whether the subscription price will be recognised in full or in part in the invested unrestricted equity reserve or as an increase to the share capital.

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 Board of Directors used the authorisation during 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. 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 transfer.

Annual General Meeting 2017


The Annual General Meeting of Caverion Corporation, held on March 17, 2017, authorised Caverion’s Board of Directors to decide on the repurchase of own shares. The authorisation covered 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 organised by Nasdaq Helsinki Ltd. The authorisation was not used.
 

Furthermore, the Annual General Meeting, held on March 17, 2017, authorised the Board of Directors to decide on share issues. The authorisation could be used in full or in part by issuing a maximum of 25,000,000 Caverion shares in one or more issues. The Board of Directors could decide on a directed share issue in deviation from the shareholders’ pre-emptive rights. The Board of Directors would be authorised to decide to whom and in which order the shares will be issued. The authorisation could 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. In the share issues shares could be issued for subscription against payment or without charge. The Board of Directors was also authorised to decide on a share issue without payment directed to the company itself, within the limitations laid down in the Companies Act. The authorisation empowered the Board of Directors to decide on the terms and conditions of and measures related to the share issues in accordance with the Companies Act, including the right to decide whether the subscription price will be recognized in full or in part in the invested unrestricted equity reserve or as an increase to the share capital. The share issue authorisation also included the authorisation to transfer own shares that are in the possession of company or may be acquired. This authorisation applied 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 Board of Directors resolved on 7 February 2018 to launch a Matching Share Plan 2018-2022. More information about the Plan and the related share issues and transfers was published in stock exchange releases on 7 February 2018, 19 February 2018, 1 March 2018 and 8 March 2018. 

Annual General Meeting 2016


The Annual General Meeting of Caverion Corporation, held on 21 March 2016, authorised Caverion’s Board of Directors to decide on the repurchase of own shares as follows: 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 authorisation was not used.

Annual General Meeting 2015


The Annual General Meeting held on March 16, 2015 authorised Caverion’s Board of Directors to decide on the repurchase of own shares. The authorisation was not used.

Annual General Meeting 2014


The Annual General Meeting of Caverion Corporation, held on March 17, 2014, authorised Caverion’s Board of Directors to decide on the repurchase of own shares using the Company’s unrestricted equity under the following terms and conditions;

  • 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 Board of Directors resolved on July 21, 2014 to start a share repurchase program based on the authorisation given by the Annual General Meeting of Shareholders. The Board of Directors resolved to acquire a maximum of 500,000 company's own shares, which were all acquired in public trading arranged by NASDAQ OMX Helsinki Ltd during July 23 – August 12.