Dovre Group Oyj - Decisions of general meeting

DECISIONS OF THE ANNUAL GENERAL MEETING OF DOVRE GROUP PLC

Helsinki, Finland, 2013-03-14 16:30 CET (GLOBE NEWSWIRE) -- 
Dovre Group Plc                       Stock Exchange Bulletin                  
   March 14, 2013 at 5.30 p.m. 

DECISIONS OF THE ANNUAL GENERAL MEETING OF DOVRE GROUP PLC

Dovre Group Plc's Annual General Meeting held on March 14, 2013, adopted the
financial statements for 2012 and discharged the members of the Board of
Directors and the CEO from liability. In accordance with the Board's proposal,
the Annual General Meeting decided that shareholders be paid a dividend of EUR
0.02 per share. The payment of the dividend is conditional on the creditor
protection procedure in accordance with Chapter 14, Section 3-5 of the Finnish
Companies Act. Dividend, which is conditional on the creditor protection
procedure, is to be paid to a shareholder who on the record date March 19,
2013, is registered as a shareholder in the company's shareholders' register
maintained by Euroclear Finland Ltd. the dividend is paid on August 15, 2013.
The Annual General Meeting adopted the Board of Directors' proposals to
authorize the Board of Directors to decide on the repurchase of the company's
own shares and on the issuance of shares and as well as the issuance of special
rights. The Annual General Meeting resolved that the company's registered
office shall be situated in Helsinki, Finland, and that Articles 2 and 10 of
the company's Articles of Association shall be amended in accordance with the
Board's proposal. 

Decisions of the Annual General Meeting

Adoption of the annual accounts

The Annual General Meeting adopted Dovre Group Plc's financial statements for
2012 and the consolidated financial statements. 

Resolution on the use of the profit shown on the balance sheet and the payment
of dividend 

The Annual General Meeting decided, in accordance with the Board of Directors'
proposal, that shareholders be paid a dividend of EUR 0.02 per share. The
payment of the dividend is conditional on the creditor protection procedure in
accordance with Chapter 14, Section 3-5 of the Finnish Companies Act. Dividend,
which is conditional on the creditor protection procedure, is to be paid to a
shareholder who on the record date March 19, 2013, is registered as a
shareholder in the Company's shareholders' register maintained by Euroclear
Finland Ltd the dividend is paid on August 15, 2013. 

Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

The Annual General Meeting discharged the Board members and the CEO from
liability for the financial year 2012. 

Resolution on the remuneration of the members of the Board of Directors

The Annual General Meeting decided that the chairman of the Board is paid EUR
35,000, the vice chairman of the Board EUR 25,000 and each other member of the
Board EUR 22,000 as the annual remuneration. 

Resolution on the number of members of the Board of Directors

The Annual General Meeting decided that the number of Board members be five (5).

Election of members of the Board of Directors

The Annual General Meeting elected Rainer Häggblom, Ilari Koskelo, Ossi
Pohjola, Anja Silvennoinen, and Hannu Vaajoensuu as members of the Board of
Directors. 

Resolution of the remuneration of the auditor

The Annual General Meeting decided that the auditor's fee will be paid against
the auditor's invoice. 

Election of auditor

The Annual General Meeting re-elected Ernst &Young Oy, Authorized Public
Accountants, to continue as the company's auditor with Mikko Järventausta,
Authorized Public Accountant, as the auditor in charge. 

Resolution authorizing the Board of Directors to decide on the repurchase of
the company's own shares 

The Annual General Meeting decided to authorize the Board of Directors to
decide on the repurchase of the Company's own shares (“Repurchase
authorization”) on the following conditions: 

  1. By virtue of the authorization, the Board is entitled to decide on
     repurchase of a maximum of 6,200,000 of the Company's own shares,
     corresponding to 9.9% of the Company's total number of shares.
  2. The Company's own shares shall be repurchased in deviation from the
     proportion to the holdings of the shareholders using the non-restricted
     equity and acquired through public trading on the NASDAQ OMX Helsinki Ltd
     at the share price prevailing at the time of acquisition. The shares shall
     be purchased and paid in accordance with the regulations of NASDAQ OMX
     Helsinki Ltd and Euroclear Finland Ltd.
  3. The shares shall be repurchased in order to finance or carry out future
     acquisitions, investments or other arrangements related to the Company's
     business, or as part of the Company's incentive program. Own shares
     acquired to the Company may be held, cancelled or conveyed.

The Board of Directors shall decide on other matters related to the repurchase
of the Company's own shares. 

The repurchase authorization is valid until June 30, 2014.

The repurchase authorization revokes earlier repurchase authorizations.

Authorizing the Board of Directors to decide on the issuance of shares as well
as the issuance of special rights 

The Annual General Meeting decided to authorize the Board of Directors to
decide on 

  1. the issuance of new shares
  2. the conveyance of own shares held by the Company
  3. the granting of special rights referred to in Chapter 10, Section 1 of the
     Finnish Companies Act, on the following conditions:

The new shares and the own shares held by the Company may be issued

  -- to the Company's shareholders in proportion to their current holding; or
  -- by means of a directed issue, waiving the pre-emptive subscription rights
     of the shareholders, if there is a weighty financial reason for the Company
     to do so, such as to finance or carry out future acquisitions, investments
     or other arrangements related to the Company's business or as part of the
     Company's incentive program.

The Board of Directors may decide on a share issue without payment also to the
Company itself. 

The new shares may be issued and the own shares held by the Company conveyed
either against payment (“Share issue against payment”) or without payment
(“Share issue without payment”). A directed issue can only be executed without
payment if there is an especially weighty financial reason for the Company to
do so, taking the interests of all shareholders into account. 

By virtue of the authorization, the Board is entitled to decide on the issuing
of a maximum of 12,400,000 new shares, corresponding to approximately 20% of
the Company's total number of shares. The Board is entitled to decide on the
conveying of a maximum 6,200,000 own shares held by the Company. The number of
shares to be issued to the Company shall not exceed 6,200,000 including the
number of own shares acquired by the Company by virtue of the authorization to
repurchase the Company's own shares. 

Additionally, the Board is authorized to grant special rights referred to in
Chapter 10, Section 1 of the Finnish Companies Act, which carry the right to
receive, against payment, new shares of the Company or the Company's own shares
held by the Company in such a manner that the subscription price is paid by
using the subscriber's receivables to offset the subscription price
(“Convertible bonds”). The maximum number of shares to be issued is 5,000,000
whereby this maximum number is included in the maximum number of shares noted
in the previous paragraph. 

The subscription price of new shares issued shall be recorded in the invested
unrestricted equity fund and the consideration paid for the conveyance of the
Company's own shares shall be recorded in the invested unrestricted equity
fund. 

The Board of Directors shall decide on other matters related to the share
issues. 

The share issue authorization is valid until June 30, 2014.

The authorization revokes earlier authorizations granted to the same effect.

Resolution to amend the company's registered office and the company's articles
of association 

The Annual General Meeting resolved that the company's registered office shall
be situated in Helsinki, Finland, and that Articles 2 and 10 of the company's
Articles of Association shall be amended in accordance with the Board's
proposal. 

All decisions were adopted without voting.

The minutes of the Annual General Meeting will be available on the company's
website at www.dovregroup.com by the latest on March 28, 2013. 



First meeting of the Board of Directors

In its first meeting held after the Annual General Meeting, the Board of
Directors elected Hannu Vaajoensuu as the Chairman and Rainer Häggblom as the
Vice Chairman of the Board. 



Dovre Group Plc
Janne Mielck
CEO
Tel. +358 (0)20 436 2000
janne.mielck@dovregroup.com

www.dovregroup.com



Dovre Group is a global provider of project management services. Dovre Group
has two business areas: Project Personnel and Consulting. In 2012, the Group's
net sales were EUR 94 million. Dovre Group employs over 450 people worldwide.
Dovre Group is listed on the NASDAQ OMX Helsinki (symbol: DOV1V). 



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