(Información remitida por la empresa firmante)
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorised to decide on the repurchase and/or acceptance as pledge of the Company’s own shares in one or more instalments as follows:The total 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 on the manner in which own shares will be repurchased and/or accepted as pledge. The repurchase of own shares may be made using, inter alia, derivatives. The 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 Annual General Meeting on 28 March 2022 to decide on the repurchase and/or acceptance as pledge of the Company’s own shares.
The authorisation is valid until 27 September 2024.
19. Authorising the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on share issues in one or more instalments as follows:
The total number of shares to be issued under the authorisation 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 cancels the authorisation given by the Annual General Meeting on 28 March 2022 to decide on the issuance of shares.
The authorisation is valid until the end of the next Annual General Meeting, however no later than 30 June 2024.
20. Amending the Articles of Association
The Board of Directors proposes that the General Meeting resolve on amending Article 8 of the Company’s Articles of Association to enable holding a General Meeting in Espoo or Vantaa in addition to the Company’s registered domicile or completely without a meeting venue as a so-called remote meeting. In its amended form, said Article reads as follows (addition underlined):
8 § The Annual General Meeting of Shareholders shall be held annually by the end of March.
An Extraordinary General Meeting of Shareholders shall be held whenever deemed appropriate by the Board of Directors or when so required by law. The notice of the meeting of shareholders shall be published on the company website. However, the Board of Directors may decide to publish the notice of meeting as a newspaper advertisement. If so, the notice of meeting will be served by placing an advertisement in a newspaper with nationwide circulation selected by the Board of Directors. In all other respects, the provisions of the Limited Liability Companies Act regarding the notice of meeting shall apply.
To be able to attend the General Meeting of Shareholders, the shareholders shall notify the Company thereof by the date indicated in the notice of the meeting which may be no earlier than ten days before the meeting. Additionally, the provisions of the Limited Liability Companies Act concerning the right to attend the General Meeting of Shareholders of a company included in the Book Entry Securities System shall apply.
A General Meeting of Shareholders will be held at a venue determined by the Board of Directors. The venue may be located in the Company’s registered domicile or in Espoo or Vantaa. The Board of Directors may also decide that the meeting will be organised completely without a meeting venue so that the shareholders will exercise their power of decision during the meeting in full and in real time by the use of telecommunication connections and technical means (remote meeting).
In other respects, the Articles of Association are proposed to remain unchanged.
21. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
This notice convening the Annual General Meeting which includes all proposals of the Board of Directors is available to shareholders on the Company’s website at www.caverion.com/agm. The Annual Review of Caverion Corporation, including the Financial Statements, the report of the Board of Directors and the Auditor’s report for the year 2022, as well as the Company’s remuneration report of the governing bodies, are available to the shareholders on the Company’s website. The Company will not publish a printed Annual Review.
The minutes of the Annual General Meeting will be available on the above-mentioned website no later than on 10 April 2023.
C. INSTRUCTIONS FOR THOSE PARTICIPATING IN THE ANNUAL GENERAL MEETING
1. Shareholders registered in the shareholders register
Each shareholder who is registered in the Company’s shareholder register held by Euroclear Finland Oy on the record date of the Annual General Meeting, which is 15 March 2023, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in their personal Finnish book-entry account is registered in the shareholder register of the Company. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting. Instructions for holders of nominee-registered shares are set out below under section C. 2. «Holders of nominee-registered shares».
The registration for the Annual General Meeting will commence on 6 March 2023 at 12:00 Finnish time. A shareholder who is registered in the Company’s shareholder register and who wishes to participate in the Annual General Meeting shall register no later than on 22 March 2023 at 16:00 Finnish time, by which time the registration shall be received. Registration can take place in the following ways:
on the Company’s website at www.caverion.com/agm
Electronic registration via the Company’s website requires strong identification of the shareholder or their legal representative or proxy representative with a Finnish or Swedish bank ID or mobile certificate.
by e–mail to agm@innovatics.fi or by mail to Innovatics Ltd, AGM / Caverion Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland
Further information concerning registration is available by phone during the registration period from Innovatics Ltd by telephone at +358 10 281 8909 between 9:00 and 12:00 and 13:00 and 16:00 Finnish time from Monday to Friday.
The requested information, such as the shareholder’s name, date of birth or business ID, address, telephone number and e-mail address as well as the name of the shareholder’s possible proxy representative and the date of birth of the proxy representative must be provided in connection with the registration. The personal data given to Caverion Corporation or Innovatics Ltd by shareholders is used only in connection with the Annual General Meeting and in connection with the processing of the related necessary registrations.
The shareholder, their authorised representative or proxy representative shall, where necessary, be able to prove their identity and/or right of representation at the meeting venue.
2. Holders of nominee-registered shares
(CONTINUA)