AGM Information • May 25, 2020
AGM Information
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Caverion Corporation Stock exchange release 25 May 2020 at 12.30 p.m. EEST
Caverion Corporation'sAnnual General Meeting, which washeld under special arrangements in Vantaa today on 25 May 2020, adopted the Financial Statements and the consolidated Financial Statements for the year 2019 and discharged the membersof the Board of Directors and the President and CEOfrom liability. In addition, the Annual General Meeting resolved to authorise the Board of Directors to decide on the distribution of dividends, to support the presented Remuneration Policy for Governing Bodies, on the composition of membersof the Board of Directors and their remuneration, the election of the auditor and its remuneration aswell as authorised the Board of Directors to decide on the repurchase of the Company'sown shares and/or acceptance aspledge of own shares aswell as share issues.
The minutes of theAnnual General Meeting will be available on the Company's website at www.caverion.com/agm by 8 June 2020 at the latest.
TheAnnual General Meeting approved the proposal of the Board of Directors according to which no dividends will be distributed based on the balance sheet to be adopted for 2019 by a resolution of theAnnual General Meeting, but that the Board of Directors be authorized to decide at their discretion on the distribution of dividends of a maximum amount of EUR0.08 per share from the Company's retained earnings. Based on the authorization, the Board of Directors is entitled to decide on the amount of dividends within the limits of the above maximum amount, on the dividend record date, on the dividend payment date as well as for the other measures required by the matter. The Company will publish the possible dividend distribution decision by the Board of Directors separately and in the same connection notify the applicable record and payment dates.
The dividend to be paid based on a possible resolution of the Board of Directors will be paid to shareholders who on the record date of the dividend payment are recorded in the shareholders' register held by Euroclear Finland Oy.
The authorization is valid until the opening of the next annual general meeting.
TheAnnual General Meeting elected a Chairman, a Vice Chairman and five (5) ordinary members to the Board of Directors. Mats Paulsson was elected as the Chairman of the Board of Directors, Markus Ehrnrooth as the Vice Chairman and Jussi Aho, Joachim Hallengren, Thomas Hinnerskov, Kristina Jahn and Jasmin Soravia as members of the Board of Directors for a term of office expiring at the end of theAnnual General Meeting 2021.
TheAnnual General Meeting decided that the following annual remuneration will be paid to the members of the Board of Directors:
In addition, EUR550 per meeting shall be paid to each member of the Board of Directors for a meeting held in the member's domicile or electronically and EUR900 per meeting held outside the member's domicile for their participation in meetings of the Board of Directors and its committees in addition to the annual remuneration. Possible travel expenses are reimbursed in accordance with the principles related to remuneration of tax-exempt travel expenses approved by the Finnish Tax Administration.
Authorised Public Accountants Ernst & Young Oy was re-elected as auditor of the Company for a term of office expiring at the end of theAnnual General Meeting 2021. The auditor's remuneration will be paid according to invoice approved by Caverion.
TheAnnual General Meeting 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 accepted 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 and/or accepted as pledge. Repurchase of own shares may be made using, inter alia, derivatives. Repurchase and/or acceptance as pledge of own shares may be made otherwise than in proportion to the share ownership of the shareholders (directed repurchase or acceptance as pledge).
The authorisation cancels the authorisation given by the General Meeting on 25 March 2019 to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares. The authorisation is valid until 23 September 2021.
TheAnnual General Meeting 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 develop the Company's capital structure, to broaden the Company's ownership base, to be used as payment in corporate acquisitions
used e.g. in order to develop the Company's capital structure, to broaden the Company's ownership base, 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 programs.
The authorisation is valid until the closing of the next annual general meeting, however no later than 24 May 2021.
Convening after theAnnual General Meeting the Board of Directors appointed from among its members the following members to its committees:
Description of the Committees' tasks and charters are available at www.caverion.com/investors - Corporate Governance.
Distribution: Nasdaq Helsinki, principal media, www.caverion.com
Anne Viitala, Group General Counsel, tel. +358 40 511 6151, [email protected]
Our life is shaped by the environments we build around us. Bymaking built environments smart and sustainable, Caverion enables performance and people's well-being. Customers can trust our expert guidance during the entire life cycle of their buildings, infrastructure or industrial sites and processes: fromdesign &build to projects, technical and industrial maintenance, facilitymanagement as well as advisory services. Our customers are supported by over 16,000 professionals in 11 countries in Northern, Central and Eastern Europe. Our revenue in 2019was approximatelyEUR2.1 billion. Caverion's shares are listed on Nasdaq Helsinki.
Caverion - Building Performance www.caverion.com@CaverionGroup
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