Caverion Corporation Stock exchange release
Decisions of the Annual General Meeting and Board of Directors of
The minutes of the Annual General Meeting will be available on the Company's website at www.caverion.com/agm by
Authorizing the Board of Directors to decide on the distribution of dividends
The Annual General Meeting approved the proposal of the Board of Directors according to which no dividends will be distributed based on the balance sheet to be adopted for 2019 by a resolution of the Annual General Meeting, but that the Board of Directors be authorized to decide at their discretion on the distribution of dividends of a maximum amount of
The dividend to be paid based on a possible resolution of the Board of Directors will be paid to shareholders who on the record date of the dividend payment are recorded in the shareholders' register held by
The authorization is valid until the opening of the next annual general meeting.
Composition of the Board of Directors
The Annual General Meeting elected a Chairman, a Vice Chairman and five (5) ordinary members to the Board of Directors.
Remuneration to be paid to the Board of Directors
The Annual General Meeting decided that the following annual remuneration will be paid to the members of the Board of Directors:
· Chairman of the Board of Directors
· Vice Chairman of the Board of Directors
· members of the Board of Directors
Approximately 50 % of the annual remuneration will be paid in
In addition,
Election of the auditor and its remuneration
Repurchase and/or acceptance as pledge of own shares
The Annual General Meeting authorised the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares in accordance with the proposal by the Board of Directors. The number of own shares to be repurchased and/or accepted as pledge shall not exceed 13,500,000 shares, which corresponds to approximately 9.7% of all the shares in the Company. The Company may use only unrestricted equity to repurchase own shares on the basis of the authorisation. Purchase of own shares may be made at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors resolves the manner in which own shares be repurchased and/or accepted as pledge. Repurchase of own shares may be made using, inter alia, derivatives. Repurchase and/or acceptance as pledge of own shares may be made otherwise than in proportion to the share ownership of the shareholders (directed repurchase or acceptance as pledge).
The authorisation cancels the authorisation given by the General Meeting on
Share issues
The Annual General Meeting authorised the Board of Directors to decide on share issues in accordance with the proposal by the Board of Directors. The number of shares to be issued may not exceed 13,500,000 shares, which corresponds to approximately 9.7% of all the shares in the Company. The Board of Directors decides on all the conditions of the issuance of shares. The authorisation concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorisation can be used e.g. in order to develop the Company's capital structure, to broaden the Company's ownership base, 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 programs.
The authorisation is valid until the closing of the next annual general meeting, however no later than
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:
·
· Audit Committee: Chairman
Description of the Committees' tasks and charters are available at www.caverion.com/investors - Corporate Governance.
Distribution: Nasdaq Helsinki, principal media, www.caverion.com
Contacts:
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www.caverion.com @CaverionGroup
https://news.cision.com/caverion/r/decisions-of-the-annual-general-meeting-and-board-of-directors-of-caverion-corporation,c3118905
https://mb.cision.com/Main/14078/3118905/1253002.pdf
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