Notice convening the Annual General Meeting of Caverion Corporation

Caverion Corporation      Stock exchange release     22 May 2024 at 13:15 EET

Notice convening the Annual General Meeting of Caverion Corporation

 

Notice is given to the shareholders of Caverion Corporation (“Caverion” or the “Company”) that the Annual General Meeting will be held on Wednesday, 12 June 2024 at 13:00 Finnish time at the headquarters of Caverion at Torpantie 2, 01650 Vantaa, 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. No refreshments will be served in connection with the meeting.

 

Crayfish BidCo Oy owns approximately 94.39 percent of all the issued and outstanding shares and votes in Caverion and has initiated compulsory redemption proceedings under the Finnish Limited Liability Companies Act to acquire all shares in the Company not already held by it. Crayfish BidCo Oy has confirmed that it supports the resolution proposals set out in this meeting notice.

 

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 2023

 

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 2023, 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 no dividend be paid for the financial year 2023.

 

9. Resolution on the discharge of the members of the Board of Directors and the 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. Consideration of the remuneration policy of the governing bodies

 

The remuneration policy must be presented to the General Meeting at least every four years.

 

The Company’s updated remuneration policy of the governing bodies is available on the Company’s website at www.caverion.com/agm.

 

 

12. 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 two (2) ordinary members and one (1) deputy member be elected to the Board of Directors of the Company.

 

13. Resolution on the remuneration of the 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 the remuneration payable to the members of the Board of Directors remain at the current level and consequently that (i) 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 (ii) no remuneration be paid to the ordinary member and the deputy member of the Board of Directors.

 

14. Election 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 for a term of office beginning at the end of the Annual General Meeting and expiring at the end of the Annual General Meeting 2025, Mikael Aro and Hans Petter Hjellestad be re-elected as ordinary members of the Board of Directors and Gustaf Behmer be re-elected as deputy member of the Board of Directors.

 

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. 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.

 

16. 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 2025. Ernst & Young Oy has informed that the auditor-in-charge would be Antti Suominen, Authorised Public Accountant.

 

If Ernst & Young Oy is re-elected as the Company’s auditor, it will also carry out the assurance of the Company’s sustainability reporting for the financial year 2024 in accordance with the transitional provision of the Act amending the Finnish Limited Liability Companies Act (1252/2023). Ernst & Young Oy will be paid for this task according to an invoice approved by the Company.

 

17. Closing of the meeting

 

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

 

This notice convening the Annual General Meeting which includes all resolution proposals 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 2023, as well as the Company’s remuneration report and updated remuneration policy of the governing bodies, are available to the shareholders on the above-mentioned 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 26 June 2024.

 

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 31 May 2024, 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 23 May 2024 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 7 June 2024 at 10:00 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, Danish or Swedish bank ID or mobile certificate.

 

• By e-mail to [email protected] 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

 

A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which they on the record date of the Annual General Meeting, 31 May 2024, would be entitled to be registered in the shareholder register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholder register held by Euroclear Finland Oy no later than on 7 June 2024 by 10:00 Finnish time. As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting. 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.

 

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholder register of the Company, the issuing of powers of attorney and voting instructions as well as registration for the Annual General Meeting from their custodian bank. The account manager of the custodian bank has to register a holder of nominee-registered shares who wants to participate in the Annual General Meeting into the temporary shareholders’ register of the Company at the latest by the time stated above.

 

3. Proxy representative and powers of attorney

 

A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative shall produce a dated power of attorney or otherwise in a reliable manner prove their right to represent the shareholder at the Annual General Meeting. A power of attorney template is available on the Company’s website at www.caverion.com/agm. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

 

Any powers of attorney are requested to be delivered preferably as an attachment via the electronic registration service available on the Company’s website as described in section C. 1. above, or alternatively by e-mail to [email protected] or by mail to Innovatics Ltd, AGM / Caverion Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland before the end of the registration period on 7 June 2024 at 10:00 Finnish time. In addition to submitting the power of attorney, the shareholder or their proxy representative shall see to the registration for the Annual General Meeting in a manner described above in this notice.

 

Shareholders who are legal entities can also use Suomi.fi e-Authorisation service for authorising a proxy representative instead of a traditional power of attorney. The proxy representative shall be authorised in Suomi.fi e-Authorisation service at www.suomi.fi/e-authorizations (mandate “Representation at the General Meeting”). In the electronic registration service, the authorised person must in connection with the registration identify themselves by using strong electronic identification and thereafter register on behalf of the shareholder that they represent. The strong electronic identification takes place by Finnish banking codes or mobile ID. More information on the electronic authorisation is available at www.suomi.fi/e-authorizations.

 

4. Other information

 

The language of the meeting is Finnish.

 

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting, has the right to request information with respect to the matters to be considered at the meeting.

 

On the date of this notice convening the Annual General Meeting, 22 May 2024, the total number of shares and votes in Caverion Corporation is 138,920,092. Pursuant to the Finnish Limited Liability Companies Act, shares held by the Company itself or its subsidiaries do not entitle to participation in the Annual General Meeting.

 

Helsinki, 22 May 2024

 

Caverion Corporation

Board of Directors

 

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