Espoo, Finland, 2016-03-17 15:15 CET (GLOBE NEWSWIRE) --
Dovre Group Plc Stock Exchange Bulletin March 17, 2016 at 4.15pm
Decisions of the Annual General Meeting of Dovre Group Plc
Dovre Group Plc’s Annual General Meeting held today on March 17, 2016, adopted the financial statements and consolidated financial statements for 2015 and discharged the members of the Board of Directors and the CEO from liability for the financial year ending on December 31, 2015. The Annual General Meeting decided on the use of the profit shown on the balance sheet and the payment of dividend, the composition and remuneration of the Board of Directors, the election of the auditor, and the authorization of the Board of Directors to decide on the repurchase of the Company’s own shares and on the issuance of shares as well as the issuance of other special rights entitling to shares.
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
In accordance with the Board´s proposal, the Annual General Meeting decided that a dividend of EUR 0.01 per share to be paid for the financial year 2015. The dividend is paid to a shareholder who, on the dividend record date March 21, 2016 is registered as a shareholder in the Company's shareholder register maintained by Euroclear Finland Ltd. The dividend will be paid on March 30, 2016.
Composition and remuneration of the Board of Directors
The Annual General Meeting decided that the number of Board members be set at four (4). Rainer Häggblom and Ilari Koskelo were re-elected as members of the Board, and Christian Bull Eriksson and Louis Harrewijn were elected as new members of the Board.
The Annual General Meeting resolved that the chairman of the Board is paid EUR 35,000, the vice chairman of the Board EUR 25,000, and each other member of the Board EUR 22,000 per year. In addition, reasonable travel expenses are also compensated. Out of the annual compensation, 40% of the total gross compensation will be used to purchase Dovre Group Plc’s shares on regulated market in trading through Nasdaq Helsinki Ltd, or alternatively by using the own shares held by the company. The shares will be purchased and/or granted as soon as possible after the Annual General Meeting. The remaining 60% of the annual compensation that is to be paid in cash corresponds to the approximate amount necessary for the payment of the income taxes on the annual compensation and will be paid no later than April 30, 2016. The total amount of the annual compensation paid to Board members and the method of payment did not change from the previous year.
Auditor
The Annual General Meeting re-elected the Authorized Public Accountant entity Ernst & Young Ltd as the Company's auditor. Ernst & Young Ltd has informed that Authorized Public Accountant Mikko Järventausta will be the principal auditor. The auditor’s fee shall be paid according to the approved invoice of the auditor.
Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The Annual General Meeting authorized the Board of Directors to decide on the repurchase of the Company’s own shares on the following conditions: the Board is entitled to decide on repurchase of a maximum of 9,900,000 of the Company's own shares, which shall be repurchased in deviation from the proportion to the holdings of the shareholders using the non-restricted equity and acquired through trading at the regulated market organized by Nasdaq Helsinki Ltd at the share price prevailing at the time of acquisition. This number of shares corresponds to approximately a maximum of 10.0% of the total number of shares in the Company. The shares may be repurchased in order to be used as consideration in possible acquisitions or other arrangements related to the Company’s business, to finance investments or as part of the Company’s incentive program or to be held, otherwise conveyed or cancelled by the Company. The Board of Directors shall decide on other matters related to the repurchase of the Company’s own shares. This repurchase authorization is valid until June 30, 2017 and revokes earlier repurchase authorizations.
Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of other special rights entitling to shares
The Annual General Meeting authorized the Board of Directors to decide on the issuance of new shares and/or the conveyance of own shares held by the Company and/or the granting of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act on the following conditions:
By virtue of the authorization, the Board may also decide on a directed issue of shares and special rights, i.e. waiving the pre-emptive subscription rights of the shareholders, under the requirements of the law. By virtue of the authorization, a maximum of 9,900,000 shares may be issued, corresponding to approximately a maximum of 10.0% of the Company’s existing shares.
The Board may use the authorization in one or more instalments. The Board may use the authorization to finance or conclude acquisitions or other arrangements, to strengthen the Company’s capital structure, to incentive programs or other purposes decided by the Board. The new shares may be issued or the Company’s own shares conveyed either against payment or free of charge. The new shares may also be issued as an issue without payment to the Company itself. The Board was authorized to decide on other terms of the issuance of shares and special rights. By virtue of the authorization, the Board of Directors may decide on the realization of the Company’s own shares possibly held by the Company as pledge.
The authorization is valid until June 30, 2017. The authorization revokes earlier authorizations to issue shares and grant option rights and other special rights entitling to shares.
The minutes of the Annual General Meeting will be available on the Company’s website at www.dovregroup.com within 14 days as of the date of Annual General Meeting.
Convening after the Annual General Meeting, the Board of Directors of Dovre Group Plc re-elected Rainer Häggblom as Chairman of the Board and Louis Harrewijn as Vice Chairman.
DOVRE GROUP PLC
Patrick von Essen, CEO
tel. +358 (0)20 436 2000
patrick.essen@dovregroup.com
Dovre Group is a global provider of project management services. Dovre Group has two business areas: Project Personnel and Consulting. Dovre Group has offices in Norway, Canada, the US, Singapore, South Korea, the UAE, Russia, and Finland, and employs around 700 people worldwide. Dovre Group is listed on the Nasdaq Helsinki (symbol: DOV1V). Company web site www.dovregroup.com.
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