(Información remitida por la empresa firmante)
Caverion Corporation Stock exchange release 6 March 2023 at 9.00 a.m. EET
HELSINKI, March 6, 2023 /PRNewswire/ — Notice is given to the shareholders of Caverion Corporation that the Annual General Meeting will be held on Monday, 27 March 2023 at 13:00 Finnish time at Little Finlandia at the address Karamzininranta 4, 00100 Helsinki, Finland.
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at the meeting venue at 12:00 Finnish time.
After the Annual General Meeting, coffee will be served at the meeting venue.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and persons to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the report of the Board of Directors and the Auditor’s report for the year 2022
Presenting the review by the President and CEO.
The Annual Review of the Company, including the Financial Statements, the report of the Board of Directors and the Auditor’s report for the year 2022, is available on the Company’s website at www.caverion.com/agm.
7. Adoption of the Financial Statements and the consolidated Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The Board of Directors proposes that for the financial year 2022, a dividend of EUR 0.20 per share will be paid from the distributable funds of the Company. The dividend will be paid to shareholders who on the record date of the dividend payment 29 March 2023 are recorded in the shareholder register maintained by Euroclear Finland Oy. The Board of Directors proposes that the dividend shall be paid on 5 April 2023.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Consideration of the remuneration report of the governing bodies
The Company’s remuneration report of the governing bodies is available on the Company’s website at www.caverion.com/agm.
11. Resolution on the number of members of the Board of Directors
The Board of Directors proposes on recommendation of the Human Resources Committee of the Board of Directors that a Chairman, a Vice Chairman and five (5) ordinary members be elected to the Board of Directors of the Company.
12. Resolution on the remuneration of the Chairman, the Vice Chairman and the members of the Board of Directors
The Board of Directors proposes on recommendation of the Human Resources Committee of the Board of Directors that fee be paid to the members of the Board of Directors to be elected for the beginning term as follows:
Chairman of the Board of Directors EUR 7,260 per month (EUR 87,120 per year);
Vice Chairman of the Board of Directors EUR 5,500 per month (EUR 66,000 per year); and
Members of the Board of Directors EUR 4,290 per month (EUR 51,480 per year)
The Chairman of each of the permanent Committees of the Board of Directors is proposed to be paid an additional fee of EUR 1,072.50 per month (EUR 12,870 per year), except in case the same person is the Chairman or the Vice Chairman of the Board of Directors.
On recommendation of the Human Resources Committee, the Board of Directors also proposes that, in addition to the monthly fees, a meeting fee of EUR 1,200 per meeting be paid for the participation in the meetings of the Board of Directors and its Committees. Possible travel expenses are proposed to be reimbursed in accordance with decisions and guidance issued by the Tax Administration in respect of tax-exempt allowances for travel expenses and the policies of Caverion Corporation.
The justification for the proposal will be available on the Company’s website at www.caverion.com/agm at the latest on 10 March 2023.
13. Resolution on the remuneration of the Chairman and the members of the Tender Offer Committee of the Board of Directors
The Board of Directors proposes on recommendation of the Human Resources Committee of the Board of Directors that the Chairman and the members of the ad hoc Committee of the Board of Directors that has been established for the review and preparation of matters related to the tender offer processes be paid a one-off retroactive additional fee.
The additional fee proposed to be paid is EUR 80,000 for the Chairman of the Committee and EUR 23,000 for both members of the Committee. The additional fee is compensation for the work that the Chairman and the members of the Committee have done so far, and it does not relate to the completion of a tender offer in any way. The ad hoc Committee consists of Mats Paulsson as the Chairman of the Committee and Joachim Hallengren and Thomas Hinnerskov as members of the Committee.
The justification for the proposal will be available on the Company’s website at www.caverion.com/agm at the latest on 10 March 2023.
14. Election of Chairman, Vice Chairman and members of the Board of Directors
The Board of Directors proposes on recommendation of the Human Resources Committee of the Board of Directors that for a term of office beginning at the end of the Annual General Meeting and expiring at the end of the Annual General Meeting 2024, Jussi Aho, Markus Ehrnrooth, Joachim Hallengren, Thomas Hinnerskov, Kristina Jahn, Mats Paulsson and Jasmin Soravia be re-elected as members of the Board of Directors.
Furthermore, the Board of Directors proposes on recommendation of the Human Resources Commit-tee of the Board of Directors that Mats Paulsson be elected as Chairman of the Board of Directors and that Markus Ehrnrooth be elected as Vice Chairman.
It is proposed that shareholders take a position on the composition of the Board of Directors as a whole.
Personal information and positions of trust of the proposed individuals as well as evaluations of their independence are available on the Company’s website at www.caverion.com/agm.
15. Removing the transfer restrictions on the remuneration shares of the Board of Directors
Pursuant to decisions by the Company’s previous Annual General Meetings, approximately 40% of the annual remuneration of the Board of Directors has been paid in Caverion Corporation’s shares, which have been subject to a sale and transfer restriction of two (2) years from the date of purchase. If the membership in the Board of Directors terminates earlier, the transfer restriction ceases according to the decisions at termination.
The Board of Directors proposes that said sale and transfer restriction, and the recorded transfer restriction, will be removed on the said remuneration shares.
16. Resolution on the remuneration of the auditor
The Board of Directors proposes on recommendation of the Audit Committee of the Board of Directors that the remuneration for the auditor be paid according to an invoice approved by the Company.
17. Election of the auditor
The Board of Directors proposes on recommendation of the Audit Committee of the Board of Directors that Authorised Public Accountants Ernst & Young Oy be re-elected as auditor of the Company for a term of office expiring at the end of the Annual General Meeting 2024. Ernst & Young Oy has informed that the auditor-in-charge would be Antti Suominen, Authorised Public Accountant.
18. Authorising the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of own shares
(CONTINUA)