Helsinki, Finland, 2014-03-27 18:50 CET (GLOBE NEWSWIRE) -- Dovre Group Plc Stock Exchange Bulletin 27 March, 2014 at 7.50 pm
Decisions of the Annual General Meeting of Dovre Group Plc
Dovre Group Plc’s Annual General Meeting held on March 27, 2014, adopted the financial statements for 2013 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2013. In accordance with the Board’s proposal, the Annual General Meeting decided to distribute a dividend of EUR 0,02 per share and an extra dividend of EUR 0,05 per share, and adopted the proposals to authorize the Board of Directors to decide on the repurchase of the company’s own shares and on the issuance of shares and as well as the issuance of special rights.
Adopting financial statement and discharge from the liability
Dovre Group Plc’s Annual General Meeting adopted the financial statements for 2013 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2013.
In accordance with the Board´s proposal, the Annual General Meeting decided that a dividend of EUR 0,02 per share and an extra dividend of EUR 0,05 per share to be paid. The dividend is paid to a shareholder who, on the record date April 1, 2014 is registered as a shareholder. The dividend is paid on April 8, 2014.
Board of Directors
The Annual General Meeting decided 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. The reasonable travel expenses are also compensated. Out of the annual compensation, 40 % of the total gross compensation amount will be used to purchase Dovre Group Plc’s shares in public trading through NASDAQ OMX Helsinki Ltd, or alternatively by using the own shares held by the company.
The Annual General Meeting decided that the number of Board members be set at five (5). Rainer Häggblom, Ilari Koskelo and Hannu Vaajoensuu were appointed to continue as members of the Board, and Arja Koski and Tero Viherto were appointed as new members of the Board. M.Sc. Arja Koski, works at Talent Vectia Oy as Managing Consultant, and M.Sc (Eng) Tero Viherto works in Schengen Advisors Oy, specialized in corporate acquisitions and strategic consulting in financial sector.
The Annual General Meeting re-elected the Authorized Public Accountant entity Ernst & Young Oy as the company's auditor. Ernst & Young Oy has informed that Authorized Public Accountant Mikko Järventausta will be the auditor in charge. The auditor's fee shall be paid according to the approved invoice from the auditor.
Authorization 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 6,200,000 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 public trading on the NASDAQ OMX Helsinki Ltd at the share price prevailing at the time of acquisition. The shares shall be repurchased in order to develop the capital structure of the Company or to finance or carry out future acquisitions, investments or other arrangements related to the Company's business or as part of the Company's incentive program. Own shares acquired to the Company may be held, cancelled or conveyed. 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, 2015 and revokes earlier repurchase authorizations.
Authorization to decide on the issuance of shares and special rights
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 on the following conditions: The new shares and the own shares held by the Company may be issued to the Company's shareholders in proportion to their current holding or by means of a directed issue, waiving the pre-emptive subscription rights of the shareholders, if there is a weighty financial reason for the Company to do so. The Board of Directors may decide on a share issue without payment also to the Company itself. The new shares may be issued and the own shares held by the Company conveyed either against payment or without payment. A directed issue can only be executed without payment if there is an especially weighty financial reason for the Company to do so, taking the interests of all shareholders into account. The Board is entitled to decide on the issuing of a maximum of 12,400,000 new shares. The Board is entitled to decide on the conveying of a maximum 6,200,000 own shares held by the Company. The number of shares to be issued to the Company shall not exceed 6,200,000 including the number of own shares acquired by the Company by virtue of the authorization to repurchase the Company's own shares.
The Board is authorized to grant special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which carry the right to receive, against payment, new shares of the Company or the Company's own shares held by the Company in such a manner that the subscription price is paid by using the subscriber's receivables to offset the subscription price ('Convertible bonds'). The maximum number of shares to be issued is 5,000,000 whereby this maximum number is included in the maximum number of shares noted in the previous paragraph.
The subscription price of new shares issued and the consideration paid for the conveyance of the Company's own shares shall be recorded in the invested unrestricted equity fund. The Board of Directors shall decide on other matters related to the share issues. This share issue authorization is valid until June 30, 2015, and it revokes earlier authorizations granted to the same effect.
All decisions were adopted without voting.
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.
DOVRE GROUP PLC
Ms Tarja Leikas, CFO/Acting CEO
tel. +358 (0)20 436 2000
Dovre Group is a global provider of project management services. Dovre Group has two business areas: Project Personnel and Consulting. In 2013, the Group’s net sales were EUR 98,5 million. Dovre Group employs over 470 people worldwide. Dovre Group is listed on the NASDAQ OMX Helsinki (symbol: DOV1V).
NASDAQ OMX Helsinki Ltd, Main media, www.dovregroup.com