Caverion Oyj - Decisions of general meeting

Decisions of the Annual General Meeting and Board of Directors of Caverion Corporation

Caverion Corporation Stock exchange release March 17, 2017 at 12.45 p.m. EET
Decisions of the Annual General Meeting and Board of Directors of Caverion
Corporation

Caverion Corporation’s Annual General Meeting, which was held in Helsinki today
on March 17, 2017, adopted the Financial Statements for the year 2016 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 use of the
profit shown on the balance sheet and the payment of dividend, the amendment of
the Articles of Association, the composition of members 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 31, 2017 at the latest.

Dividend payout

The Annual General Meeting approved the proposal of the Board of Directors
according to which no dividend will be paid for the financial year 2016.

Amendment of the Articles of Association

The Annual General Meeting decided 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.”

Composition of the Board of Directors
The Annual General Meeting elected a Chairman, Vice Chairman and six ordinary
members to the Board of Directors. Michael Rosenlew was elected as the Chairman
of the Board of Directors, Markus Ehrnrooth as the Vice Chairman and Jussi Aho,
Joachim Hallengren, Thomas Hinnerskov, Antti Herlin, Anna Hyvönen and Eva
Lindqvist as members of the Board of Directors for a term continuing until the
end of the next Annual General Meeting. The term of Antti Herlin begins upon the
registration of the amendment of the Articles of Association in the Trade
Register.

The remuneration to be paid to the Board of Directors
The Annual General Meeting decided that the remuneration will remain unchanged
meaning 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 principles related to remuneration of tax-exempt travel
expenses approved by the Tax Administration.

Election of the auditor and its remuneration
The current auditor, Authorised Public Accountants PricewaterhouseCoopers Oy was
re-elected as the company's auditor until the end of the next Annual General
Meeting. The auditor’s remuneration will be paid according to invoice approved
by Caverion.

Repurchase of own shares

The Annual General Meeting authorised 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 repurchase of a maximum of 12,000,000
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 organised by Nasdaq Helsinki Ltd. The shares may
be repurchased other than pro rata to the shareholders’ existing holdings. The
share purchase will decrease the company’s distributable unrestricted equity.

The authorisation is valid for eighteen months from the date of the resolution
of the Annual General Meeting. The previous authority granted by the Annual
General Meeting of March 21, 2016 simultaneously expires.

Share issues

The Annual General Meeting authorised 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 Board of Directors may 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. The Board of Directors is also authorised to decide on a share
issue without payment directed to the company itself, within the limitations
laid down in the Companies Act. The authorization empowers 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.

The share issue authorisation includes the authorisation to transfer own shares
that are in the possession of company or may be acquired. This authorisation
applies to a maximum of 12,500,000 company’s own 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, 2018. The previous authority granted
by the Annual General Meeting of March 21, 2016 simultaneously expires.

Decisions of the Board of Directors on the composition of its committees

Convening after the Annual General Meeting the Board of Directors appointed from
among its members the following members to its committees:

  · Human Resources: Chairman Michael Rosenlew, Jussi Aho, Joachim Hallengren,
Anna Hyvönen.
  · Audit Committee: Chairman Markus Ehrnrooth, Thomas Hinnerskov, Eva
Lindqvist, Michael Rosenlew.

Description of the Committees’ tasks and charters are available at
www.caverion.com/investors - Corporate Governance.

CAVERION CORPORATION

Distribution: Nasdaq Helsinki, principal media, www.caverion.com
Contacts:
Anne Viitala, Group General Counsel, tel. +358 40 511 6151,
anne.viitala@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 (http://www.caverion.fi/), Twitter: @CaverionGroup

Attachments:

03179928.pdf