Dovre Group Oyj - Decisions of general meeting

Decisions of the Annual General Meeting of Dovre Group Plc

Helsinki, Finland, 2014-03-27 18:50 CET (GLOBE NEWSWIRE) -- Dovre Group Plc    
 Stock Exchange Bulletin                     27 March, 2014 at 7.50 pm 



Decisions of the Annual General Meeting of Dovre Group Plc

Dovre Group Plc's Annual General Meeting held on March 27, 2014, adopted the
financial statements for 2013 and discharged the members of the Board of
Directors and the CEO from liability for the financial year 2013. In accordance
with the Board's proposal, the Annual General Meeting decided to distribute a
dividend of EUR 0,02 per share and an extra dividend of EUR 0,05 per share, and
adopted the proposals to authorize the Board of Directors to decide on the
repurchase of the company's own shares and on the issuance of shares and as
well as the issuance of special rights. 

Adopting financial statement and discharge from the liability
Dovre Group Plc's Annual General Meeting adopted the financial statements for
2013 and discharged the members of the Board of Directors and the CEO from
liability for the financial year 2013. 

Dividend
In accordance with the Board´s proposal, the Annual General Meeting decided
that a dividend of EUR 0,02 per share and an extra dividend of EUR 0,05 per
share to be paid. The dividend is paid to a shareholder who, on the record date
April 1, 2014 is registered as a shareholder. The dividend is paid on April 8,
2014. 

Board of Directors
The Annual General Meeting decided that the chairman of the Board is paid EUR
35,000, the vice chairman of the Board EUR 25,000, and each other member of the
Board EUR 22,000 per year.  The reasonable travel expenses are also
compensated. Out of the annual compensation, 40 % of the total gross
compensation amount will be used to purchase Dovre Group Plc's shares in public
trading through NASDAQ OMX Helsinki Ltd, or alternatively by using the own
shares held by the company. 

The Annual General Meeting decided that the number of Board members be set at
five (5). Rainer Häggblom, Ilari Koskelo and Hannu Vaajoensuu were appointed to
continue as members of the Board, and Arja Koski and Tero Viherto were
appointed as new members of the Board. M.Sc. Arja Koski, works at Talent Vectia
Oy as Managing Consultant, and M.Sc (Eng) Tero Viherto works in Schengen
Advisors Oy, specialized in corporate acquisitions and strategic consulting in
financial sector. 

Auditor
The Annual General Meeting re-elected the Authorized Public Accountant entity
Ernst & Young Oy as the company's auditor. Ernst & Young Oy has informed that
Authorized Public Accountant Mikko Järventausta will be the auditor in charge.
The auditor's fee shall be paid according to the approved invoice from the
auditor. 

Authorization to decide on the repurchase of the company's own shares
The Annual General Meeting authorized the Board of Directors to decide on the
repurchase of the Company's own shares on the following conditions: the Board
is entitled to decide on repurchase of a maximum of 6,200,000 of the Company's
own shares, which shall be repurchased in deviation from the proportion to the
holdings of the shareholders using the non-restricted equity and acquired
through public trading on the NASDAQ OMX Helsinki Ltd at the share price
prevailing at the time of acquisition. The shares shall be repurchased in order
to develop the capital structure of the Company or to finance or carry out
future acquisitions, investments or other arrangements related to the Company's
business or as part of the Company's incentive program. Own shares acquired to
the Company may be held, cancelled or conveyed. The Board of Directors shall
decide on other matters related to the repurchase of the Company's own shares.
This repurchase authorization is valid until June 30, 2015 and revokes earlier
repurchase authorizations. 

Authorization to decide on the issuance of shares and special rights
The Annual General Meeting authorized the Board of Directors to decide on the
issuance of new shares and/or the conveyance of own shares held by the Company
and/or  the granting of special rights on the following conditions: The new
shares and the own shares held by the Company may be issued to the Company's
shareholders in proportion to their current holding or by means of a directed
issue, waiving the pre-emptive subscription rights of the shareholders, if
there is a weighty financial reason for the Company to do so. The Board of
Directors may decide on a share issue without payment also to the Company
itself. The new shares may be issued and the own shares held by the Company
conveyed either against payment or without payment. A directed issue can only
be executed without payment if there is an especially weighty financial reason
for the Company to do so, taking the interests of all shareholders into
account. The Board is entitled to decide on the issuing of a maximum of
12,400,000 new shares. The Board is entitled to decide on the conveying of a
maximum 6,200,000 own shares held by the Company. The number of shares to be
issued to the Company shall not exceed 6,200,000 including the number of own
shares acquired by the Company by virtue of the authorization to repurchase the
Company's own shares. 

The Board is authorized to grant special rights referred to in Chapter 10,
Section 1 of the Finnish Companies Act, which carry the right to receive,
against payment, new shares of the Company or the Company's own shares held by
the Company in such a manner that the subscription price is paid by using the
subscriber's receivables to offset the subscription price ('Convertible
bonds'). The maximum number of shares to be issued is 5,000,000 whereby this
maximum number is included in the maximum number of shares noted in the
previous paragraph. 

The subscription price of new shares issued and the consideration paid for the
conveyance of the Company's own shares shall be recorded in the invested
unrestricted equity fund. The Board of Directors shall decide on other matters
related to the share issues. This share issue authorization is valid until June
30, 2015, and it revokes earlier authorizations granted to the same effect. 

All decisions were adopted without voting.

The minutes of the Annual General Meeting will be available on the company's
website at www.dovregroup.com within 14 days as of the date of Annual General
Meeting. 


DOVRE GROUP PLC
Ms Tarja Leikas, CFO/Acting CEO
tel. +358 (0)20 436 2000
email: firstname.lastname@dovregroup.com



Dovre Group is a global provider of project management services. Dovre Group
has two business areas: Project Personnel and Consulting. In 2013, the Group's
net sales were EUR 98,5 million. Dovre Group employs over 470 people worldwide.
Dovre Group is listed on the NASDAQ OMX Helsinki (symbol: DOV1V). 





DISTRIBUTION
NASDAQ OMX Helsinki Ltd, Main media, www.dovregroup.com