Caverion Oyj - Decisions of general meeting

Resolutions passed at the Annual General Meeting of Caverion Corporation

Helsinki, Finland, 2016-03-21 11:00 CET (GLOBE NEWSWIRE) -- CAVERION
CORPORATION    STOCK EXCHANGE RELEASE    MARCH 21, 2016 AT 12:00  EET 

Resolutions passed at the Annual General Meeting of Caverion Corporation

Caverion Corporation’s Annual General Meeting, which was held in Helsinki today
on March 21, 2016, adopted the Financial Statements for the year 2015 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 payment of
dividends, the composition 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 April 4, 2016 at the latest. 

Dividend payout

The Annual General Meeting approved the proposal of the Board of Directors to
pay a dividend of EUR 0.28 per share. The dividend will be paid to shareholders
who on the dividend payment record date on March 23, 2016 are recorded in the
company’s shareholder register maintained by Euroclear Finland Ltd. It was
decided that the dividend will be paid on April 4, 2016. No dividend will be
paid for the treasury shares. 

Composition of the Board of Directors

The Annual General Meeting elected a Chairman, Vice Chairman and four ordinary
members to the Board of Directors. Ari Lehtoranta was elected as the Chairman
of the Board of Directors, Michael Rosenlew as the Vice Chairman and Markus
Ehrnrooth, Anna Hyvönen, Eva Lindqvist and Ari Puheloinen as members of the
Board of Directors for a term continuing until the end of the next Annual
General Meeting. 

The remuneration to be paid to the Board of Directors

The Annual General Meeting decided 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

Audit firm PricewaterhouseCoopers Oy was elected as the company's auditor. The
auditor’s remuneration will be paid according to invoices approved by Caverion.
The auditor’s term expires at the closing of the next Annual General Meeting. 

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 organized by Nasdaq Helsinki Ltd. The shares
may be repurchased other than pro rata to the shareholders’ existing holdings.
The authorisation is valid for eighteen months from the date of the resolution
of the Annual General Meeting. 

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 share issues may be directed, that
is, in deviation from the shareholders’ pre-emptive rights, and shares may be
issued for subscription against payment or without charge. A share issue may
also be directed to the company itself, within the limitations laid down in the
Limited Liability Companies Act. 

The share issue authorisation also 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, 2017.


For additional information, please contact:

Jonne Heino, Corporate General Counsel, tel. +358 400 422 403,
jonne.heino@caverion.fi 

CAVERION CORPORATION


Distribution: Nasdaq Helsinki, principal 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 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 
@CaverionGroup

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