Dovre Group Oyj - Decisions of general meeting

Decisions of the Annual General Meeting of Dovre Group Plc

Espoo, Finland, 2016-03-17 15:15 CET (GLOBE NEWSWIRE) -- 
Dovre Group Plc                  Stock Exchange Bulletin                   
March 17, 2016 at 4.15pm 

Decisions of the Annual General Meeting of Dovre Group Plc

Dovre Group Plc’s Annual General Meeting held today on March 17, 2016, adopted
the financial statements and consolidated financial statements for 2015 and
discharged the members of the Board of Directors and the CEO from liability for
the financial year ending on December 31, 2015. The Annual General Meeting
decided on the use of the profit shown on the balance sheet and the payment of
dividend, the composition and remuneration of the Board of Directors, the
election of the auditor, and the authorization of the Board of Directors to
decide on the repurchase of the Company’s own shares and on the issuance of
shares as well as the issuance of other special rights entitling to shares. 

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

In accordance with the Board´s proposal, the Annual General Meeting decided
that a dividend of EUR 0.01 per share to be paid for the financial year 2015.
The dividend is paid to a shareholder who, on the dividend record date March
21, 2016 is registered as a shareholder in the Company's shareholder register
maintained by Euroclear Finland Ltd. The dividend will be paid on March 30,
2016. 

Composition and remuneration of the Board of Directors

The Annual General Meeting decided that the number of Board members be set at
four (4). Rainer Häggblom and Ilari Koskelo were re-elected as members of the
Board, and Christian Bull Eriksson and Louis Harrewijn were elected as new
members of the Board. 

The Annual General Meeting resolved 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 per year. In addition, reasonable travel expenses are also
compensated. Out of the annual compensation, 40% of the total gross
compensation will be used to purchase Dovre Group Plc’s shares on regulated
market in trading through Nasdaq Helsinki Ltd, or alternatively by using the
own shares held by the company. The shares will be purchased and/or granted as
soon as possible after the Annual General Meeting. The remaining 60% of the
annual compensation that is to be paid in cash corresponds to the approximate
amount necessary for the payment of the income taxes on the annual compensation
and will be paid no later than April 30, 2016. The total amount of the annual
compensation paid to Board members and the method of payment did not change
from the previous year. 

Auditor

The Annual General Meeting re-elected the Authorized Public Accountant entity
Ernst & Young Ltd as the Company's auditor. Ernst & Young Ltd has informed that
Authorized Public Accountant Mikko Järventausta will be the principal auditor.
The auditor’s fee shall be paid according to the approved invoice of the
auditor. 

Authorizing the Board of Directors to decide on the repurchase of the Company’s
own shares 

The Annual General Meeting authorized the Board of Directors to decide on the
repurchase of the Company’s own shares on the following conditions: the Board
is entitled to decide on repurchase of a maximum of 9,900,000 of the Company's
own shares, which shall be repurchased in deviation from the proportion to the
holdings of the shareholders using the non-restricted equity and acquired
through trading at the regulated market organized by Nasdaq Helsinki Ltd at the
share price prevailing at the time of acquisition. This number of shares
corresponds to approximately a maximum of 10.0% of the total number of shares
in the Company. The shares may be repurchased in order to be used as
consideration in possible acquisitions or other arrangements related to the
Company’s business, to finance investments or as part of the Company’s
incentive program or to be held, otherwise conveyed or cancelled by the
Company. The Board of Directors shall decide on other matters related to the
repurchase of the Company’s own shares. This repurchase authorization is valid
until June 30, 2017 and revokes earlier repurchase authorizations. 

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

The Annual General Meeting authorized the Board of Directors to decide on the
issuance of new shares and/or the conveyance of own shares held by the Company
and/or the granting of special rights referred to in Chapter 10, Section 1 of
the Finnish Companies Act on the following conditions: 

By virtue of the authorization, the Board may also decide on a directed issue
of shares and special rights, i.e. waiving the pre-emptive subscription rights
of the shareholders, under the requirements of the law. By virtue of the
authorization, a maximum of 9,900,000 shares may be issued, corresponding to
approximately a maximum of 10.0% of the Company’s existing shares. 

The Board may use the authorization in one or more instalments. The Board may
use the authorization to finance or conclude acquisitions or other
arrangements, to strengthen the Company’s capital structure, to incentive
programs or other purposes decided by the Board. The new shares may be issued
or the Company’s own shares conveyed either against payment or free of charge.
The new shares may also be issued as an issue without payment to the Company
itself. The Board was authorized to decide on other terms of the issuance of
shares and special rights. By virtue of the authorization, the Board of
Directors may decide on the realization of the Company’s own shares possibly
held by the Company as pledge. 

The authorization is valid until June 30, 2017. The authorization revokes
earlier authorizations to issue shares and grant option rights and other
special rights entitling to shares. 

The minutes of the Annual General Meeting will be available on the Company’s
website at www.dovregroup.com within 14 days as of the date of Annual General
Meeting. 

Convening after the Annual General Meeting, the Board of Directors of Dovre
Group Plc re-elected Rainer Häggblom as Chairman of the Board and Louis
Harrewijn as Vice Chairman. 


DOVRE GROUP PLC
Patrick von Essen, CEO
tel. +358 (0)20 436 2000
patrick.essen@dovregroup.com

Dovre Group is a global provider of project management services. Dovre Group
has two business areas: Project Personnel and Consulting. Dovre Group has
offices in Norway, Canada, the US, Singapore, South Korea, the UAE, Russia, and
Finland, and employs around 700 people worldwide. Dovre Group is listed on the
Nasdaq Helsinki (symbol: DOV1V). Company web site www.dovregroup.com. 

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