Resolutions passed at the Annual General Meeting of Caverion Corporation
Caverion Corporation Stock Exchange Release March 16, 2015 AT 12:20 EET
Resolutions passed at the Annual General Meeting of Caverion Corporation
Caverion Corporation’s Annual General Meeting, which was held in Helsinki today on March 16, 2015, adopted the Financial Statements for the year 2014 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 payment of dividends, the composition 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.
The minutes of the Annual General Meeting will be available on the company’s website at www.caverion.com/agm by March 30, 2015 at the latest.
Dividend payout
The Annual General Meeting approved the proposal of the Board of Directors to pay a dividend of EUR 0.22 per share. The dividend will be paid to shareholders who on the dividend payment record date on March 18, 2015 are recorded in the company’s shareholder register maintained by Euroclear Finland Ltd. It was decided that the dividend will be paid on April 2, 2015. No dividend will be paid for the treasury shares.
Composition of the Board of Directors
The Annual General Meeting elected a Chairman, Vice Chairman and four ordinary members to the Board of Directors. Ari Lehtoranta was elected as the Chairman of the Board of Directors, Michael Rosenlew as the Vice Chairman and Markus Ehrnrooth, Anna Hyvönen, Eva Lindqvist and Ari Puheloinen as members of the Board of Directors for a term continuing until the end of the next Annual General Meeting.
The remuneration to be paid to the Board of Directors
The Annual General Meeting decided 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 tax-free reimbursement principles approved by the Tax Administration.
Election of the auditor and its remuneration
PricewaterhouseCoopers Oy, Authorised Public Accountants, was elected as the company's auditor. The auditor’s remuneration will be paid according to invoices approved by Caverion. The auditor’s term expires at the end of the next Annual General Meeting.
Repurchase of own shares
The Annual General Meeting authorised Caverion’s 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 purchasing of a maximum of 12,000,000 company shares using the funds from the company's unrestricted equity. The shares may be repurchased other than pro rata to the shareholders’ existing holdings. The shares will be purchased at the regulated market organized by NASDAQ OMX Helsinki Ltd. The authorisation is valid for eighteen months from the date of the resolution of the Annual General Meeting.
Share issues
The Annual General Meeting authorised Caverion’s 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 share issues may be directed, that is, in deviation from the shareholders’ pre-emptive rights, and shares may be issued for subscription against payment or without charge. A share issue may also be directed to the company itself, within the limitations laid down in the Limited Liability Companies Act.
The share issue authorisation also includes the authorisation to transfer own shares. This authorisation applies to a maximum of 12,000,000 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, 2016.
For additional information, please contact:
Jonne Heino, Corporate General Counsel, tel. +358 400 422 403, jonne.heino@caverion.fi
CAVERION CORPORATION
Distribution: NASDAQ OMX, principal media, www.caverion.com
Caverion designs, builds, operates and maintains user-friendly and energy-efficient technical solutions for buildings and industries. Our services are used in offices, retail properties, housing, public premises, industrial plants and infrastructure, among other places. We aim to be a leading European provider of advanced and sustainable life cycle solutions. Our strengths include technological competence and comprehensive services, covering all the technical disciplines throughout the life cycle of the property and industrial plant. Our revenue for 2014 amounted approximately to EUR 2.4 billion. Caverion has about 17,000 employees in 12 countries in Northern, Central and Eastern Europe. Caverion's shares are listed on the Nasdaq Helsinki. www.caverion.com