Decisions of Caverion Corporation’s Extraordinary General Meeting and constitutive meeting of the Board of Directors

Caverion Corporation Stock Exchange Release 15 November 2023 at 15:00 EET

Decisions of Caverion Corporation’s Extraordinary General Meeting and constitutive meeting of the Board of Directors  

Caverion Corporation’s Extraordinary General Meeting was held today on 15 November 2023 in Vantaa. The Extraordinary General Meeting resolved on the amendment of the Articles of Association of the Company and on the composition and remuneration of the Board of Directors.

Amendment of the Articles of Association

The Extraordinary General Meeting resolved to amend Article  4 of the Articles of Association of the company to read 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.”

Further, the Extraordinary General Meeting resolved to amend the first sentence of Article 8 of the Articles of Association of the Company to read as follows:

“The Annual General Meeting shall be held within six (6) months of the end of the financial period.”

Otherwise, the Articles of Association remain unchanged.  

Composition of the Board of Directors

The Extraordinary General Meeting elected two (2) ordinary members and one (1) deputy member to the Board of Directors. Mikael Aro and Hans Petter Hjellestad were elected as ordinary members of the Board of Directors and Gustaf Behmer as deputy member of the Board of Directors 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.

Remuneration to be paid to the Board of Directors

The Extraordinary General Meeting resolved that a remuneration of EUR 60,000 per year (paid out in equal monthly instalments for the duration of the term of office) is paid to the member of the Board of Directors to be elected as the Chairman of the Board of Directors, and that no remuneration is paid to the ordinary member and the deputy member of the Board of Directors. The outgoing 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.  

Decisions of the Board of Directors regarding the Chairman and the composition of its committees

Caverion Corporation’s new Board of Directors held its constitutive meeting on 15 November 2023, immediately after the Extraordinary General Meeting. In the meeting, the Board elected from among its members Mikael Aro as its Chairman.

The Board of Directors appointed from among its members the following members to its committees:

• Human Resources Committee: Chairman Hans Petter Hjellestad, member Mikael Aro
• Audit Committee: Chairman Mikael Aro, member Hans Petter Hjellestad

The above decisions will become effective as of commencement of the term of office of the new members of the Board. Description of the Committees’ tasks and charters are available at www.caverion.com/investors – Corporate Governance.

Minutes

The minutes of the Extraordinary General Meeting of shareholders will be available on the Company’s website by 29 November 2023 at the latest.

CAVERION CORPORATION

Distribution: Nasdaq Helsinki, principal media, www.caverion.com