Annual General Meeting 2017
The Annual General Meeting of Caverion Corporation held on Friday March 17, 2017 in Helsinki, Finland adopted the Financial Statements for the year 2016 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 use of the profit shown on the balance sheet and the payment of dividend, the amendment of the Articles of Association, the composition of members 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.
The Annual General Meeting approved the proposal of the Board of Directors according to which no dividend will be paid for the financial year 2016.
Amendment of the Articles of Association
The Annual General Meeting decided that the provision of the Articles of Association regarding the Board of Directors shall be amended to read as follows:
“4 § For the proper administration and organization of the Company's affairs, the Company shall have a Board of Directors consisting of a Chairman and Vice Chairman appointed by the General Annual Meeting of Shareholders as well as a minimum of three (3) and maximum of six (6) members.
The term of each member of the Board of Directors shall begin at the general meeting of shareholders at which he or she is elected and expire at the end of the next General Annual Meeting of Shareholders following election.
The meetings of the Board of Directors shall be called by the Chairman and constitute a quorum when more than half of the members are present. All resolutions shall be passed by simple majority, and in case of a tie, the Chairman, or in his absence, the Deputy Chairman, shall have the casting vote.”
Composition of the Board of Directors
The Annual General Meeting elected a Chairman, Vice Chairman and six ordinary members to the Board of Directors. Michael Rosenlew was elected as the Chairman of the Board of Directors, Markus Ehrnrooth as the Vice Chairman and Jussi Aho, Joachim Hallengren, Thomas Hinnerskov, Antti Herlin, Anna Hyvönen and Eva Lindqvist as members of the Board of Directors for a term continuing until the end of the next Annual General Meeting. The term of Antti Herlin begins upon the registration of the amendment of the Articles of Association in the Trade Register.
The remuneration to be paid to the Board of Directors
The Annual General Meeting decided that the remuneration will remain unchanged meaning 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
The current auditor, Authorised Public Accountants PricewaterhouseCoopers Oy was re-elected as the company's auditor until the end of the next Annual General Meeting. The auditor’s remuneration will be paid according to invoice approved by Caverion.
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 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 authorisation is valid for eighteen months from the date of the resolution of the Annual General Meeting. The previous authority granted by the Annual General Meeting of March 21, 2016 simultaneously expires.
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 Board of Directors may decide on a directed share issue in deviation from the shareholders’ pre-emptive rights. The Board of Directors would be authorized 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 authorization 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 recognized in full or in part in the invested unrestricted equity reserve or as an increase to the share capital.
The share issue authorisation 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, 2018. The previous authority granted by the Annual General Meeting of March 21, 2016 simultaneously expires.