Caverion Oyj - Company Announcement

Caverion’s Board of Directors decided to continue the long-term incentive plan for senior management

Caverion Corporation Stock exchange release December 21, 2016 at 9.00 a.m. EET
Caverion’s Board of Directors decided to continue the long-term incentive plan
for senior management

Caverion's Board of Directors has decided to continue the share based long-term
incentive plan for the senior management of the Group on 20.12.2016. The share
based incentive plan consists of Performance Share Plan (PSP) as the main
structure supported by Restricted Share Plan as a complementary structure for
specific situations. The plan is based on the rolling long-term incentive
structure approved by the Board of Directors on 17.12.2015. Both plans consist
of annually commencing individual plans, each with a three-year period. The
commencement of each new plan is subject to a separate decision of the Board.

The share based incentive plan forms part of the incentive and commitment
programme for the senior management of Caverion Group. The key aim is to align
the interests of the shareholders and the senior management in order to promote
shareholder value creation and to support Caverion in becoming a leading
European provider of advanced and sustainable lifecycle solutions for buildings
and industries. In addition, the aim is to commit the key senior management to
the company and its strategic targets and to offer them a competitive reward
plan based on the ownership of the company’s shares.

Performance Share Plan 2017-2019

Performance Share Plan 2017-2019 may include a maximum of approximately 120
members of senior management and key employees. The three-year plan period
consists of a one-year operative financial performance period, followed by a two
-year share price performance period. The potential share reward is based on the
targets set for the year 2017 for Earnings per Share and Group revenue. If all
targets will be met, the share rewards based on Performance Share Plan 2017-2019
will comprise a maximum of approximately 850,000 Caverion shares (gross before
the deduction of applicable payroll tax). Final participant selection and
maximum share allocations will be decided early 2017.

The Performance Share Plan contains a maximum value for the share reward payable
to an individual participant. If the value of the share reward would at the time
of payment exceed a maximum value set by the Board, the exceeding portion of the
reward will not be paid. A person participating in the plan has the possibility
to earn a share reward only if his/her employment continues until the payment of
the reward.

Restricted Share Plan 2017-2019

Share allocations within the Restricted Share Plan 2017-2019 will be made for
individually selected key employees in special situations. Under the
complementary Restricted Share Plan each individual plan consists of a three
-year vesting period after which the allocated share rewards will be delivered
to the participants provided that their employment with Caverion continues until
the delivery of the share reward. The maximum number of Caverion shares that may
be allocated and delivered within the Restricted Share Plan 2017-2019 totals
approximately 85,000 shares (gross before the deduction of applicable payroll
tax).

Other information

Caverion applies a share ownership recommendation policy for the members of the
Group Management Board, according to which the members should retain at least 50
per cent of the share rewards received (net shares after the deduction of
applicable payroll tax) under the share based incentive plans until the share
ownership of these individuals in Caverion amounts to at least his/her annual
gross base salary.

The Board of Directors anticipates that no new shares will be issued in
connection with the new incentive plan and, therefore, the plans will have no
dilutive effect on the number of the company’s registered shares. The Board,
under all circumstances, has the right to make adjustments and to amend terms of
the above plans as stipulated in the respective terms and conditions of the
plans.

CAVERION CORPORATION

Distribution: Nasdaq Helsinki, principal media, www.caverion.com
For additional information, please contact:

Milena Hæggström, Head of Investor Relations, tel. +358 40 5581 328,
milena.haeggstrom@caverion.com
Merja Eskola, Senior Vice President, Human Resources, tel. +358 40 744 0990,
merja.eskola@caverion.com
Caverion designs, builds, operates and maintains user-friendly and energy
-efficient technical solutions for buildings, industries and infrastructure. Our
services and solutions are used in commercial and residential buildings and on
industrial and public sector properties, as well as in processes, ensuring
business continuity, safety, healthy and pleasant surroundings, optimal
performance and cost management. Our vision is to be a leading European provider
of advanced and sustainable life cycle solutions for buildings and industries.
Our strengths include technological expertise and comprehensive services,
covering all technical disciplines throughout the entire life cycles of
properties and industrial plants. Our revenue in 2015 was approximately EUR 2.4
billion. Caverion has over 17,000 employees in 12 countries in Northern, Central
and Eastern Europe. Caverion’s shares are listed on Nasdaq
Helsinki. www.caverion.com (http://www.caverion.fi/), @CaverionGroup
Join our story: www.caverion.fi/Csaga #Csaga

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