Notice of the Annual General Meeting of Caverion Corporation

The shareholders of Caverion Corporation are invited to attend the Annual General Meeting to be held on Monday 17th March 2014 starting at 11:00 a.m. (Finnish time) in Finlandia Hall, Conference Wing, Hall A, located at the address Mannerheimintie 13, Helsinki (entrance doors M1 and K1).

The check-in of those who have registered for the meeting and the distribution of ballots will start at 10:00 a.m. Coffee will be available also from 10:00 a.m.

A. Matters to be considered at the meeting

The following matters will be considered at the Annual General Meeting:

1. Opening of the meeting

2. Election of the chairman and calling the secretary of the meeting

3. Election of persons to verify the minutes and supervise the counting of votes

4. Adoption of the list of votes

5. Recording the legality of the meeting

6. Review by the President and CEO, presentation of the financial statements for 2013, the report of the Board of Directors, the consolidated financial statements and the auditor’s report for the year 2013

7. Adoption of the financial statements and the consolidated financial statements

8. Resolution on the measures warranted by the profit shown on the adopted balance sheet

The Board of Directors proposes that dividends of 22 cents (0.22 €) be paid and that the rest of the profit be carried forward to the distributable equity.

9. Decision on the record date and payment date for dividends

The Board of Directors proposes that the record date of the dividend payment be 20th March 2014 and that the divided be paid on 2nd April 2014.

10. Discharge of the members of the Board of Directors and the President and CEO from liability

11. Resolution on the number of members of the Board of Directors

The Board of Directors proposes on recommendation of the Board’s Personnel Committee that a Chairman, a Vice Chairman and three ordinary members be elected to the Board of Directors.

12. Resolution on the remuneration of the Chairman, Vice Chairman and members of the Board of Directors

The Board of Directors proposes on recommendation of the Board’s Personnel Committee that the following fees be paid to the Board of Directors; Chairman 6,600 €/month (79,200 €/year), Vice Chairman 5,000 €/month (60,000 €/year), member 3,900 €/month (46.800 €/year) and a meeting fee of 550 € per meeting. In addition, it is proposed that similarly 550 € be paid to the members of the committees of the Board of Directors for each committee meeting. Per diems are proposed to be paid for trips in Finland and abroad in accordance with the State’s travelling compensation regulations.

13. Decision on the remuneration of the auditor

The Board of Directors proposes on recommendation of the Board’s Audit Committee that the auditor’s fees be paid according to their invoices approved by the Company.

14. Election of the Chairman, Vice Chairman and members of the Board of Directors

The Board of Directors proposes on recommendation of the Board’s Personnel Committee that Henrik Ehrnrooth be elected as the Chairman of the Board of Directors, Ari Lehtoranta as the Vice Chairman and Anna Hyvönen,  Eva Lindqvist and Michael Rosenlew as members of the Board of Directors. All candidates have consented to being elected. All candidates are members in the present Board of Directors and they are introduced on the Company website.  

15. Election of the auditor

The Board of Directors proposes on recommendation of the Board’s Audit Committee that PricewaterhouseCoopers Oy, Authorized Public Accountants, be elected as the Company’s auditor.

16. Authorization of the Board of Directors to decide on the repurchase of the Company’s own shares

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on the repurchase of the Company’s own shares using the Company’s unrestricted equity under the following terms and conditions;

16.1. A maximum of 12,500,000 Company shares may be purchased.

16.2. The shares will be purchased in disproportion to the shareholders’ holdings. The purchase will be carried through trading arranged by NASDAQ OMX Helsinki Ltd.  

16.3. The shares will be purchased at their market value formed in trading on NASDAQ OMX Helsinki Ltd. at the time of the purchase.

16.4. The share purchase will decrease the Company’s distributable unrestricted equity.

The Board of Directors proposes that the authorization shall be valid until 31st March 2015. The Board of Directors also proposes that the authorization shall reverse the purchase the Company’s own shares issued to the Company’s Board of Directors by the extraordinary general meeting of YIT Corporation on 17th June 2013.

17. Authorization of the Board of Directors to decide on share issues

The Board of Directors proposes that the Annual General Meeting authorize Caverion Corporation’s Board of Directors to decide on share issues under the following conditions:

17.1 The authorization may be used in full or in part by issuing shares in Caverion Corporation in one or more issues so that the maximum number of shares issued is a total of 25,000,000 shares.

17.2 The Board of Directors may decide on a directed share issue in deviation from the shareholders’ pre-emptive rights. The Board of Directors would be authorized to decide to whom and in which order the shares will be issued. In the share issues shares may be issued for subscription against payment or without charge.

17.3 Based on the authorization, the Board of Directors is also authorized to decide on a share issue without payment directed to the company itself, provided that the number of shares held by the company after the issue would be a maximum of 10% of the issued and outstanding shares in the company. This amount includes shares held by Caverion Corporation and in the manner provided for in Chapter 15, section 11 (1) of the Companies Act.

17.4 This authorization would empower the Board of Directors to decide on the terms and conditions of and measures related to the share issues in accordance with the Companies Act, including the right to decide whether the subscription price will be recognized in full or in part in the invested unrestricted equity reserve or as an increase to the share capital.

17.5 The share issue authorization set out in this section includes the authorization of the Board of Directors to decide on the transfer of own shares that may be acquired on the basis of the proposed authorization. This authorization applies to a maximum of 12,500,000 company’s own shares. The Board of Directors would be authorized to decide on the purpose for transferring such shares and on the terms and conditions for such transfer.

17.6 The authorization is valid until 31st March 2015.

The Board of Directors also proposes that the authorization shall reverse the authorization to decide upon share issues given to the Company’s Board of Directors by the extraordinary general meeting of YIT Corporation on 17th June 2013.

18. Closing of the meeting

B. Documents of the Annual General Meeting

The Company’s Financial Statements Bulletin and this notice of meeting including all proposals of the Board of Directors will be available for shareholders on the Company website www.caverion.com as of 28th January 2014. The Financial Statements, the Report of the Board of Directors and auditor’s report are available on the Company website latest on 21st February 2014. The notice of meeting and other documents mentioned above are also available at the Annual General Meeting. The annual report of 2013 will be mailed upon request.

The minutes of the Annual General Meeting will be available on the Company website www.caverion.com by 31st March 2014.

C. Instructions for those participating in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

A shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on 5th March 2014 has the right to participate in the Annual General Meeting. A shareholder, whose shares are entered in his/her own Finnish book-entry account, is a registered shareholder in the Company’s shareholders’ register.

A shareholder willing to participate in the Annual General Meeting must register for the meeting by 10 a.m. on 12th March 2014 either by using the instructions given on the Company website www.caverion.com/AGM or by calling +358 20 770 6882.

The shareholder’s name, personal identification number or business ID as well as the name of his/her eventual assistant or proxy representative and the personal identification number of the proxy representative must be given in connection with the registration. The personal data disclosed by shareholders to Caverion Corporation will only be used in connection with the Annual General Meeting and the processing of related necessary registrations. 

2. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting based on the shares that would entitle him/her to be registered in the shareholders’ register held by Euroclear Finland Ltd on Wednesday 5th March 2014. In addition, the right to participate requires that the holder of nominee registered shares is temporarily entered in the shareholders’ register held by Euroclear Finland Ltd based on these shares by 10 a.m. on 12th March 2014. This is considered registration for the Annual General Meeting as regards nominee registered shares.

Such a shareholder is advised to request from his/her custodian bank, without delay, necessary instructions regarding the registration for the Annual General Meeting and the issuing of proxy documents. The account operator of the custodian bank has to register a holder of nominee registered shares who wishes to participate in the Annual General Meeting in the temporary shareholders’ register of the Company by the above mentioned time at the latest. 

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representation shall produce a dated proxy document or otherwise in a reliable manner prove his/her right to represent the shareholder. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares held in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with registration for the Annual General Meeting.

Possible proxy documents should be notified in connection with registration and they should be delivered in originals to Caverion Oyj, Pirkko Pesonen, PL 59, 00621 Helsinki, Finland prior to the end of the registration period. Proxy documents can also be delivered by email to pirkko.pesonen@caverion.fi. Originals of electronically delivered proxy documents are requested to be presented at the registration desk. 

4. Other information

Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is present at the Annual 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 of the Annual General Meeting the total number of shares and votes in Caverion Corporation is 125,596,092.  

Helsinki 27th January 2014

Caverion Corporation

Board of Directors

Distribution: NASDAQ OMX, principal media, www.caverion.com

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