Caverion Oyj - Company Announcement

Board of Directors´ proposals to the Annual General Meeting to be held on 21 March 2016

Helsinki, Finland, 2016-02-04 09:00 CET (GLOBE NEWSWIRE) -- 
CAVERION CORPORATION   STOCK EXCHANGE RELEASE   4 FEBRUARY, 2016 AT 10.00 EET


Board of Directors´ proposals to the Annual General Meeting to be held on 21
March 2016 



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

(Notice of the Meeting Item 8)

The Board of Directors proposes on the basis of the adopted balance sheet for
2015 the payment of a dividend of EUR 0.28 per share. The dividend will be paid
to shareholders who on the dividend payment record date 23 March 2016, are
recorded in the company’s shareholder register maintained by Euroclear Finland
Ltd. The Board of Directors proposes that the dividend be paid on 4 April 2016. 



Resolution on the number of members of the Board of Directors

(Notice of the Meeting Item 10)

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



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

(Notice of the Meeting Item 11)

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. 



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

(Notice of the Meeting Item 12)

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, Ari Lehtoranta, Eva Lindqvist, Ari Puheloinen and
Michael Rosenlew be re-elected as members of the Board of Directors for a term
continuing until the end of the next Annual General Meeting. 

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



Resolution on the remuneration for the auditor

(Notice of the Meeting Item 13)

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. 



Election of the auditor

(Notice of the Meeting Item 14)

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



Authorization of the Board of Directors to decide on the repurchase of the
company’s own shares (Notice of the Meeting Item 15) 

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 16 March 2015 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. 



Authorization of the Board of Directors to decide on share issues

(Notice of the Meeting Item 16)

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



16.1   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. 

16.2   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. In the share issues shares may be issued for subscription against
payment or without charge. 

16.3   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. 

16.4   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. 

16.5   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. 

16.6   The authorization is valid until 31 March 2017.



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 16 March
2015. 







Helsinki, 3 February 2016



CAVERION CORPORATION



Board of Directors





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

Join our story: www.caverion.com/Csaga #Csaga