Caverion Oyj - Notice to general meeting

Notice of the Annual General Meeting of Caverion Corporation

Caverion Corporation Stock exchange release February 7, 2017 at 9.30 a.m. EET
Notice of the Annual General Meeting of Caverion Corporation

Notice is given to the shareholders of Caverion Corporation that the Annual
General Meeting this year will be held on Friday 17 March 2017 at 10 a.m.
Finnish time in the Congress Wing of the Messukeskus, Exhibition and Convention
Centre Helsinki, Messuaukio 1, 00520 Helsinki, Finland. The reception of persons
who have registered to attend the Annual General Meeting and the distribution of
voting slips will commence at 9 a.m. Finnish time. Refreshments will be served
from 9 a.m.

A.  MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the Annual General Meeting, the following matters will be considered:

1.         Opening of the meeting
2.         Calling the meeting to order
3.         Election of persons to verify the minutes and persons to supervise
the counting of votes
4.         Recording the legality of the meeting
5.         Recording the attendance at the meeting and adoption of the list of
votes
6.         Presentation of the Financial Statements, the report of the Board of
Directors and the auditor’s report for the year 2016

  · Review by the President and CEO (Managing Director)

7.         Adoption of the Financial Statements
8.         Resolution on the use of the profit shown on the balance sheet and
the payment of dividend

The Board of Directors proposes that no dividend would be paid for the financial
year 2016.

9.         Resolution on the discharge of the members of the Board of Directors
and the President and CEO from liability
10.       Resolution on the amendment of the Articles of Association

The Board of Directors proposes to the General Meeting that the provision of the
Articles of Association regarding the Board of Directors shall be amended to
read as follows:

“4 § For the proper administration and organization of the Company's affairs,
the Company shall have a Board of Directors consisting of a Chairman and Vice
Chairman appointed by the General Annual Meeting of Shareholders as well as a
minimum of three (3) and maximum of six (6) members.

The term of each member of the Board of Directors shall begin at the general
meeting of shareholders at which he or she is elected and expire at the end of
the next General Annual Meeting of Shareholders following election.

The meetings of the Board of Directors shall be called by the Chairman and
constitute a quorum when more than half of the members are present. All
resolutions shall be passed by simple majority, and in case of a tie, the
Chairman, or in his absence, the Deputy Chairman, shall have the casting vote.”

11.       Resolution on the number of members of the Board of Directors

The Board of Directors proposes on recommendation of the Board’s Human Resources
Committee, that a Chairman, a Vice Chairman and six ordinary members be elected
to the Board of Directors.

12.       Resolution on the remuneration of Chairman, Vice Chairman and members
of the Board of Directors

The Board of Directors proposes on recommendation of the Board’s Human Resources
Committee that the remuneration will remain unchanged meaning that following
fees be paid to the Board of Directors: Chairman 6,600 €/month (79,200 €/year),
Vice Chairman 5,000 €/month (60,000 €/year), members 3,900 €/month (46,800
€/year), and a meeting fee of 550 € per meeting. In addition, it is proposed
that similarly 550 € be paid to the members of the committees of the Board of
Directors for each committee meeting. Possible travel expenses are proposed to
be reimbursed in accordance with the principles related to remuneration of tax
-exempt travel expenses approved by the Tax Administration.

13.       Election of the Chairman, Vice Chairman and members of the Board of
Directors

The Board of Directors proposes on recommendation of the Board’s Human Resources
Committee that the current members of the Board of Directors Markus Ehrnrooth,
Anna Hyvönen, Eva Lindqvist and Michael Rosenlew be re-elected and that Jussi
Aho, Joachim Hallengren, Thomas Hinnerskov and Antti Herlin be elected as new
members of the Board of Directors for a term continuing until the end of the
next Annual General Meeting. In addition, it is proposed that the term of Antti
Herlin begins upon the registration of the amendment of the Articles of
Association proposed above in item 10 in the Trade Register.

Furthermore, the Board of Directors proposes on recommendation of the Board’s
Human Resources Committee that Michael Rosenlew be elected as Chairman of the
Board of Directors and that Markus Ehrnrooth be elected as Vice Chairman.

Personal information and positions of trust of the proposed individuals is
available on the company’s website
www.caverion.com/AGM (http://file///C:/Users/aromasa/AppData/Local/Microsoft/Wind
ows/Temporary%20Internet%20Files/Content.Outlook/NC4N9NQR/www.caverion.com/AGM).

14.       Resolution on the remuneration for the auditor

The Board of Directors proposes on recommendation of the Board’s Audit Committee
that the remuneration for the auditor be paid according to invoice approved by
the company.

15.       Election of the auditor

The Board of Directors proposes on recommendation of the Board’s Audit Committee
that the current auditor, Authorised Public Accountants PricewaterhouseCoopers
Oy be re-elected auditor until the end of the next Annual General Meeting.

16.       Authorization of the Board of Directors to decide on the repurchase of
the company’s own shares

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide on the repurchase a maximum of 12,000,000 of the
company’s own shares using the company’s unrestricted equity, at fair value at
the date of repurchase, which shall be the prevailing market price in the
trading at the regulated market organized by Nasdaq Helsinki Ltd. The shares may
be repurchased other than pro rata to shareholders’ existing holdings.

The proposed authority supersedes the authority to acquire 12,000,000 own shares
granted by the Annual General Meeting of 21 March 2016 and which simultaneously
expires. The share purchase will decrease the company’s distributable
unrestricted equity.

The authorization is proposed to be valid, according to Chapter 15, section 5
(2) of the Companies Act, for eighteen (18) months from the date of the
resolution of the Annual General Meeting.

17.       Authorization of the Board of Directors to decide on share issues

The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide on share issues under the following conditions:

17.1     The authorization may be used in full or in part by issuing shares in
Caverion Corporation in one or more issues so that the maximum number of shares
issued is a total of 25,000,000 shares.

17.2     The Board of Directors may also decide on a directed share issue in
deviation from the shareholders’ pre-emptive rights. The Board of Directors
would be authorized to decide to whom and in which order the shares will be
issued. The authorisation can be used e.g. in order to strengthen the Company's
capital structure, to broaden the Company's ownership, 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 programmes. In the share issues
shares may be issued for subscription against payment or without charge.

17.3     Based on the authorization, the Board of Directors is also authorized
to decide on a share issue without payment directed to the company itself,
provided that the number of shares held by the company after the issue would be
a maximum of 10 per cent of the issued shares in the company. This amount
includes shares held by Caverion Corporation and its subsidiary in the manner
provided for in Chapter 15, section 11 (1) of the Companies Act.

17.4     This authorization would empower the Board of Directors to decide on
the terms and conditions of and measures related to the share issues in
accordance with the Companies Act, including the right to decide whether the
subscription price will be recognized in full or in part in the invested
unrestricted equity reserve or as an increase to the share capital.

17.5     The share issue authorization set out in this section includes the
authorization of the Board of Directors to decide on the transfer of own shares
that are in the possession of company or may be acquired. This authorization
applies to a maximum of 12,500,000 company’s own shares. The Board of Directors
would be authorized to decide on the purpose for transferring such shares and on
the terms and conditions for such transfer.

17.6     The authorization is valid until 31 March, 2018.

The Board of Directors also proposes that the authorization shall supersede the
authorization to decide upon share issues given to the company’s Board of
Directors by the Annual General Meeting of Caverion Corporation on 21 March
2016.

18.       Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The company’s Financial Statements Bulletin and this notice of meeting including
all proposals of the Board of Directors will be available for shareholders on
the company’s website www.caverion.com/AGM as of 7 February 2017. Caverion
Corporation’s Financial Statements, Consolidated Financial Statement and the
auditor’s report are available on the company website at the latest during week
8 in February 2017. The notice of meeting and other documents mentioned above
are also available for viewing at the Annual General Meeting. The company will
not publish a printed annual report.

The minutes of the Annual General Meeting will be available on the above
-mentioned website no later than 31 March 2017.

C. INSTRUCTIONS FOR THOSE PARTICIPATING IN THE ANNUAL GENERAL MEETING

1.         Right to participate and registration

Each shareholder who is registered in the shareholder register of the company
maintained by Euroclear Finland Ltd on the record date of the Annual General
Meeting, which is Tuesday, 7 March 2017, has the right to participate in the
Annual General Meeting. A shareholder whose shares are registered in their
personal Finnish book-entry account is registered in the shareholder register of
the company.

A shareholder who is registered in the company’s shareholder register and who
wishes to participate in the Annual General Meeting must register for the Annual
General Meeting no later than Tuesday, 14 March 2017 at 10 a.m. Finnish time by
giving a prior notice of participation. Such notice can be given:

  · on the company’s website:           www.caverion.com/AGM
  · by phone:                        +358 20 770 6882, Monday to Friday from 9
a.m. to 4 p.m. Finnish time.

When registering, a shareholder shall notify their name, personal identification
number or business ID number, address, telephone number and the name of any
assistant or proxy representative and the personal identification number of any
proxy representative. The personal data disclosed by shareholders to Caverion
Corporation will be used only in connection with the Annual General Meeting and
with the processing of related registrations.

2.         Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual
General Meeting by virtue of such shares, based on which he/she on the record
date of the Annual General Meeting, Tuesday, 7 March 2017, would be entitled to
be registered in the shareholder register of the company held by Euroclear
Finland Ltd. The right to participate in the Annual General Meeting requires, in
addition, that the shareholder on the basis of such shares has been temporarily
registered into the shareholder register held by Euroclear Finland Ltd no later
than on Tuesday 14 March 2017 by 10 a.m. Finnish time. As regards nominee
-registered shares, this constitutes due registration for the Annual General
Meeting.

A holder of nominee-registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholder
register of the company, the issuing of proxy documents and registration for the
Annual General Meeting from his/her custodian bank. The account manager of the
custodian bank will register a holder of nominee-registered shares who wishes to
participate in the Annual General Meeting into the temporary shareholder
register of the company at the latest by the time stated above.

3.         Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the Annual General Meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner prove his/her right to represent the shareholder at the Annual
General Meeting. If a shareholder participates in the Annual General Meeting by
means of several proxy representatives representing the shareholder with shares
in different securities accounts, the shares in respect of which each proxy
representative represents the shareholder shall be identified in connection with
registration for the Annual General Meeting. Proxy templates are available on
the company’s website www.caverion.com/AGM.

Any proxy documents should be notified in connection with registration and they
should be delivered in originals to Caverion Corporation, Satu Aromaa, PL 59,
00621 Helsinki, Finland, before the last date for registration. Alternatively, a
copy of a proxy can also be delivered by email to satu.aromaa@caverion.com, in
which case the original shall be presented at the registration desk.

4.         Other information

Pursuant to Chapter 5, section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the Annual General
Meeting.

On the date of this notice to the Annual General Meeting, 6 February 2017, the
total number of shares and votes in Caverion Corporation is 125,596,092.

Helsinki, 6 February 2017

Caverion Corporation

Board of Directors

Distribution: Nasdaq Helsinki, key media, www.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 2016 was approximately 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 Nasdaq Helsinki.
www.caverion.com  Twitter: @CaverionGroup

Priedai:

02063835.pdf