Treasury shares and authorisations


Caverion Corporation currently holds 2,814,664 treasury shares.

 

Date

Change, number

Treasury shares, total

Incident

June 4, 2020 4,431 2,814,664  A total of 4,431 own shares were returned to Caverion Corporation. The receipt of shares was related to the directed share issue announced on 18 December 2019, whereby shares held by the company were conveyed as payment from the Matching Share Plan 2018–2022.
February 27, 2020 39,127 2,810,233  In the directed share issue without payment, 39,127 Caverion Corporation shares held by the company were on 27 February 2020 conveyed to key employees included in the Restricted Share Plan 2017–2019. 
December 18, 2019 97,929 2,849,360  In the directed share issue without consideration, 97,929 Caverion Corporation shares held by the company will on 18 December 2019 be conveyed to key employees included in the Matching Share Plan 2018–2022. 
May 14, 2019 293,540 2,947,289
In the directed share issue without consideration, 293,540 Caverion Corporation shares held by the company have on 14 May 2019 been conveyed to key employees included in the Matching Share Plan 2018–2022. 
February 28, 2019 23,622 3,240,829 Directed share issue without payment conveyed to a key person participating in the Restricted Share Plan
 March 8, 2018  87,912  3,264,451 Subscription pursuant to secondary subscription right in the directed share issue related to the implementation of the Matching Share Plan 2018-2022 for Group’s key employees
 March 1, 2018  959,965  3,352,363  Directed share issue related to the implementation of the Matching Share Plan 2018-2022 for Group’s key employees
 February 19, 2018 3,800,000  4,312,328 A total of 3,800,000 new shares were subscribed for in Caverion Corporation’s share issue directed to the company itself without payment. 
 April 1, 2016 237   512,328 Caverion Corporation received 237 own shares according to the terms and conditions of share-based incentive scheme.*) 
 December 31, 2015 630   512,091 Caverion Corporation received 630 own shares according to the terms and conditions of share-based incentive scheme.*)

 October 1, 2015  474  511,461 Caverion Corporation received 474 own shares according to the terms and conditions of share-based incentive scheme.*)

March 12, 2015

1,493

510,750
 
Caverion Corporation received 1,493 own shares according to the terms and conditions of share-based incentive scheme.*)

December 31, 2014 2,102  509,257 
Caverion Corporation received 2,102 own shares according to the terms and conditions of share-based incentive scheme. *)


September 30, 2014

1,518 

507,155

Caverion Corporation received 1,518 own shares according to the terms and conditions of share-based incentive scheme. *)

July 23, 2014−August 12, 2014  500,000  505,637

Caverion Corporation repurchased 500,000 own shares based on the authorization given by the Annual General Meeting on March 17, 2014. The shares were purchased to accomplish and hedge the long-term share-based incentive plan 2014−2016 for the company’s key senior executives.

The shares were acquired in a public trading arranged by NASDAQ OMX Helsinki Ltd at the market price on July 23, 2014− August 12, 2014.

Cumulative turnover was EUR 3,172,965.90 and cumulative price EUR  6.3459. 

March 13, 2014
 
1,557

5,637

Caverion Corporation received 1,557 own shares according to the terms and conditions of share-based incentive scheme. *)

Dec 31, 2013
 
2,706
 
4,080
 

Caverion Corporation received 2,706 own shares according to the terms and conditions of share-based incentive scheme. *)


Sep 30, 2013

1,374

1,374

Caverion Corporation received 1,374 own shares according to the terms and conditions of share-based incentive scheme. *)

*) The shares were initially transferred to those key persons who were included in the target group of YIT Corporation’s share-based incentive scheme of 2010−2016 during the 2011−2012 earnings periods, and who have later in the demerger of YIT Corporation transferred to Caverion Corporation’s employ.

Authorisations of the Board of Directors

Annual General Meeting 2020


Authorising Caverion's Board of Directors to decide on the repurchase and/or on the acceptance as pledge of own shares of the company


The Annual General Meeting of Caverion Corporation, held on 25 May 2020, authorised the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares in accordance with the proposal by the Board of Directors. The number of own shares to be repurchased and/or accepted as pledge shall not exceed 13,500,000 shares, which corresponds to approximately 9.7% of all the shares in the Company. The Company may use only unrestricted equity to repurchase own shares on the basis of the authorisation. Purchase of own shares may be made at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors resolves the manner in which own shares be repurchased and/or accepted as pledge. Repurchase of own shares may be made using, inter alia, derivatives. Repurchase and/or acceptance as pledge of own shares may be made otherwise than in proportion to the share ownership of the shareholders (directed repurchase or acceptance as pledge).

The authorisation cancels the authorisation given by the General Meeting on 25 March 2019 to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares. The authorisation is valid until 23 September 2021.
 

As part of the implementation of the Matching Share Plan, the company has accepted as a pledge the shares acquired by those key employees who took a loan from the company. As a result, Caverion had 711,034 Caverion Corporation shares as a pledge at the end of the reporting period on 31 March 2020.

Authorising Caverion's Board of Directors to decide on share issues

The Annual General Meeting of Caverion Corporation, held on 25 May 2020, authorised the Board of Directors to decide on share issues in accordance with the proposal by the Board of Directors. The number of shares to be issued may not exceed 13,500,000 shares, which corresponds to approximately 9.7% of all the shares in the Company. The Board of Directors decides on all the conditions of the issuance of shares. The authorisation concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The authorisation can be used e.g. in order to develop the Company's capital structure, to broaden the Company's ownership base, to be used as payment in corporate acquisitions or when the Company acquires assets relating to its business and as part of the Company's incentive programs.

The authorisation is valid until the closing of the next annual general meeting, however no later than 24 May 2021.