(Información remitida por la empresa firmante)
HELSINKI, Oct. 25, 2023 /PRNewswire/ — Caverion Corporation Stock exchange release 25 October 2023 at 12.00 EEST
Notice convening the Extraordinary General Meeting of Caverion Corporation
Notice is given to the shareholders of Caverion Corporation (‘Caverion’ or the ‘Company’) that an Extraordinary General Meeting will be held on Wednesday, 15 November 2023 at 14:00 Finnish time at the headquarters of Caverion Corporation at Torpantie 2, 01650 Vantaa.
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at the meeting venue at 13:00 Finnish time.
On 10 January 2023, Crayfish BidCo Oy (‘Crayfish BidCo’) announced a voluntary public cash tender offer for all issued and outstanding shares in Caverion (the ‘Tender Offer’). On 24 October 2023, Crayfish BidCo announced that it had declared the Tender Offer unconditional and that it will complete the Tender Offer in accordance with its terms. On the date of this notice, Crayfish BidCo holds approximately 29.9 per cent of all shares and votes in Caverion, and it is expected that its shareholding will before the record date of the meeting increase to approximately 67.8 per cent of all shares and votes in Caverion (excluding in each case treasury shares held by Caverion) as a result of the completion of share purchases concluded by Crayfish BidCo. Crayfish BidCo has confirmed that all conditions to the completion of such share purchases have been fulfilled. Accordingly, Crayfish BidCo has requested the Board of Directors of Caverion to convene the Extraordinary General Meeting to consider the matters set out in this notice.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
At the Extraordinary General Meeting, the following matters will be considered:
It is proposed to the Extraordinary General Meeting that Article 4 of the Articles of the Association of the Company regarding the election and composition of the Board of Directors be amended to read, in its amended form, as follows:
‘4 § For the proper administration and organization of the Company’s affairs, the Company shall have a Board of Directors consisting of one (1) to seven (7) ordinary members as well as at least one (1) deputy member in case the Board of Directors has less than three (3) ordinary members.
Unless otherwise decided by the general meeting of shareholders, the term of each member of the Board of Directors shall begin at the general meeting of shareholders at which he or she is elected and expire at the end of the next Annual General Meeting of Shareholders following election.’
In addition, it is proposed that the first sentence of Article 8 of the Articles of Association of the Company be amended to read as follows: ‘The Annual General Meeting shall be held within six (6) months of the end of the financial period.’
The proposed amended Articles of Association are available on the Company’s website at www.caverion.com/egm.
7. Resolution on the number of members of the Board of Directors
It is proposed to the Extraordinary General Meeting that two (2) ordinary members and one (1) deputy member be elected to the Board of Directors of the Company.
8. Resolution on the remuneration of the Chairman and the members of the Board of Directors
As regards the persons proposed to be elected as new members of the Board of Directors, it is proposed to the Extraordinary General Meeting that a remuneration of EUR 60,000 per year (paid out in equal monthly instalments for the duration of the term of office) be paid to the member of the Board of Directors to be elected as the Chairman of the Board of Directors, and that no remuneration be paid to the ordinary member and the deputy member of the Board of Directors. The current members of the Board of Directors will receive remuneration as resolved by the Company’s Annual General Meeting held on 27 March 2023 in proportion to the length of their respective terms of office.
9. Election of members of the Board of Directors
It is proposed to the Extraordinary General Meeting that for a term of office beginning as of registration of the amended Articles of Association and expiring at the end of the Annual General Meeting 2024, Mikael Aro and Hans Petter Hjellestad be elected as ordinary members of the Board of Directors and Gustaf Behmer be elected as deputy member of the Board of Directors. The term of office of the current members of the Board of Directors would expire upon the commencement of the term of office of the new members of the Board of Directors.
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/egm.
10. Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
This notice convening the Extraordinary General Meeting which includes all decision proposals is available to shareholders on the Company’s website at www.caverion.com/egm.
The minutes of the Extraordinary General Meeting will be available on the above-mentioned website no later than on 29 November 2023.
C. INSTRUCTIONS FOR THOSE PARTICIPATING IN THE EXTRAORDINARY 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 Extraordinary General Meeting, which is 3 November 2023, has the right to participate in the Extraordinary 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 Extraordinary General Meeting will commence on 25 October 2023 at 16:00 Finnish time. A shareholder who is registered in the Company’s shareholder register and who wishes to participate in the Extraordinary General Meeting shall register no later than on 10 November 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/egm
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 egm@innovatics.fi or by mail to Innovatics Ltd, EGM / 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 Extraordinary General Meeting and in connection with the processing of the related necessary registrations.
(CONTINUA)