Annual General Meeting 2021

Notice is given to the shareholders of Caverion Corporation that the Annual General Meeting this year will be held on Wednesday, 24 March 2021 at 10 a.m. Finnish time at the offices of Castrén & Snellman Attorneys Ltd at Eteläesplanadi 14, Helsinki, Finland.

Due to the coronavirus pandemic, the Caverion Corporation’s Board of Directors has decided to adopt the exceptional meeting procedure provided for in temporary act 677/2020, which temporarily deviates from some of the provisions of the Finnish Limited Liability Companies Act. The Board of Directors has decided to take the measures permitted by the temporary act in order to hold the general meeting in a predictable manner while also taking into account the health and safety of the Company’s shareholders, personnel and other stakeholders.

Shareholders can participate in the general meeting and exercise their rights only by voting in advance and by presenting counterproposals and questions in advance. It will not be possible to participate in the meeting in person, but shareholders can follow the general meeting via an online webcast. Shareholders are asked to take into consideration that following the meeting via webcast is not official participation in the general meeting and that it does not make possible for shareholders to exercise their rights in the general meeting.

The Company’s Board of Directors, CEO, other management and the auditor will not be present at the meeting venue during the general meeting. The pre-recorded addresses of the Chairman of the Board of Directors and the President and CEO will be published after the meeting.

Link to the AGM webcast will be inserted here on 17 March 2021 latest.

COUNTERPROPOSALS

Shareholders who hold at least one one-hundredth of all the shares in the Company have the right to make counterproposals concerning the proposed decisions on the agenda of the Annual General Meeting to be placed for a vote. The counterproposals must be delivered to the Company by email to agm@caverion.com no later than on 5 March 2021 at 4 p.m. Finnish time. In connection with the counterproposal, the shareholders must present a statement of their shareholding in the Company. The counterproposal is admissible for consideration at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and represent at least one one-hundredth of all shares in the Company on the record date of the Annual General Meeting. If a counterproposal is non-admissible, votes cast for such counterproposal will not be recorded at the meeting. The Company will publish the counterproposals eligible for voting on this site no later than on 8 March 2021.

REGISTRATION FOR ANNUAL GENERAL MEETING AND ADVANCE VOTING FROM 8 MARCH TO 17 MARCH 2021

Each shareholder who is registered in the Company’s shareholder register held by Euroclear Finland Oy on the record date of the Annual General Meeting, which is 12 March 2021, 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 can only participate in the general meeting by voting in advance personally or by way of proxy representation.

Shareholders with a Finnish book-entry account can submit the notice of participation and vote in advance on certain matters on the agenda between 12 noon Finnish time on 8 March 2021 and 10 a.m. Finnish time on 17 March 2021 in the following ways:

1. by online [link to the online service will be inserted here by 8 March 2021 at 10 am]
If the shareholder is an individual, voting in advance requires strong electronic authentication with a Finnish bank ID or Finnish mobile certificate. Shareholders who are legal persons can vote in advance using their business ID and book-entry account number.

Further information about online registration and advance voting available by telephone at +358 20 770 6882 (Euroclear) between 9 a.m. and 4 p.m. from Monday to Friday.

2. by post or e-mail
Please fill-in the advance voting form and send it to Euroclear Finland Oy by email to the address yhtiokokous@euroclear.eu or by post to the address Euroclear Finland Oy, Yhtiökokous / Caverion Corporation, P.O. Box 1110, FI-00101 Helsinki, Finland. The delivery must be received latest by 17 March 2021 by 10:00 a.m. Finnish time.
Advance voting form will be available here on 8 March 2021 latest.

3. by proxy representative and power of attorney
A shareholder who does not vote in advance personally can authorize a proxy representative designated by the Company to represent the shareholder in the meeting. The proxy representative will be Teresa Kauppila from Castrén & Snellman Attorneys Ltd or a party appointed by her. Authorizing the designated proxy representative will not accrue any costs for the shareholder, excluding possible costs for delivering the proxy documents. 
Proxy form and voting instructions to Teresa Kauppila will be available here on 8 March 2021 latest.

A shareholder may also authorize another proxy representative, if they so wish. 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.
Proxy form and voting instructions to a proxy representative selected by the shareholder will be available here on 8 March 2021 latest.

Any proxy documents should be delivered by email to agm@caverion.com before the end of registration and advance voting on 17 March 2021 at 10 a.m. Finnish time, by which time the proxy documents must be received.

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, 12 March 2021, would be entitled to be registered in the shareholder register of the Company held by Euroclear Finland Oy. 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 Oy no later than on 19 March 2021 by 10 a.m. Finnish time. As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the 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 management organization of the custodian bank has to register a holder of nominee-registered shares who wants to participate in the Annual General Meeting into the temporary shareholders’ register of the Company at the latest by the time stated above and arrange advance voting on behalf of the holder of nominee registered shares.

RIGHT TO ASK QUESTIONS AND REQUEST INFORMATION

Shareholders have the right to ask questions and request information with respect to the matters to be considered at the meeting pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act by email to the address agm@caverion.com or by post to Caverion Corporation / Lakiasiat, P.O. Box 71, FI-01601 Vantaa, Finland no later than on 11 March 2021 at 4 p.m. Finnish time.

Shareholders’ questions along with the management’s and the Board of Directors’ responses as well as any counterproposals not eligible for voting will be published here on 15 March 2021:

SEPARATE DISCUSSION EVENT WITH COMPANY MANAGEMENT

Immediately following the general meeting, the Company will organise a follow-on online webcast event for discussion with the Company’s management which is not a part of the Annual General Meeting. It is also possible to participate in the event through a conference call. Shareholders will have the opportunity to ask questions from the management on matters relating to The Annual Review 2020. The event will be held only in Finnish.

Link to the discussion event will be inserted here on 17 March 2021 latest.

IMPORTANT DATES

- Notice of the General Meeting published 11 February 2021
- Deadline for shareholders' counterproposals 5 March 2021 at 4 pm Finnish time
- Registration and advance voting begin 8 March 2021 at 12 noon Finnish time
- Deadline for shareholders' advance questions 11 March 2021 at 4 pm Finnish time
- Record date of the General Meeting 12 March 2021
- Answers to advance questions of the shareholders 15 March 2021
- Registration and advance voting end 17 March 2021 at 10 am Finnish time
- Deadline for proxy documents 17 March 2021 at 10 am Finnish time
- Annual General Meeting 24 March 2021 at 10 am Finnish time
- Proposed date of record for dividend payment 26 March 2021
- Proposed date of record for dividend distribution 7 April 2021

Privacy notice 2021

Meeting materials

Notice of the meeting (pdf)
corrected notice published on 11 February 2021 at 2.30 p.m. EET
(includes agenda, proposed members of the board and proposals to AGM)

Proposed members for the Board of Directors (pdf)
Personal information and positions of trust »

Financial Statements Release 2020 »

will be published on 3 March 2021:

Annual Review 2020, including Financial Statements (pdf) 

Corporate Governance Statement 2020 » 

Remuneration Report 2020 »