The Annual General Meeting of Caverion Corporation held on Monday March 21, 2016 at 10 a.m. in Helsinki, 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. All decisions were made without voting.
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.
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 Annual General Meeting decided that the following remuneration will be paid to the Board of Directors:
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.
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.
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.
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.
Important dates
AGM record date: March 9, 2016
Last day to give notice of attendance: March 16, 2016 by 10 a.m. Finnish time
AGM: March 21, 2016 at 10 a.m. Finnish time
Dividend payment record date: March 23, 2016
Dividend payment date: April 4, 2016
Proposals of the Board of Directors (pdf)
Financial Statements Release 2015 »
Financial Statements 2015 (pdf)
Corporate Governance Statement 2015 »
Resolutions passed at the Annual General Meeting »
Board of Directors decided on the composition of its committees »
President and CEO Fredrik Strand's review (pdf)