Decisions of the Annual General Meeting of Dovre Group Plc


Espoo, Finland, 2015-03-25 15:15 CET (GLOBE NEWSWIRE) --
Dovre Group Plc                Stock Exchange Bulletin                     March 25, 2015 at 4.15pm

Decisions of the Annual General Meeting of Dovre Group Plc

Dovre Group Plc’s Annual General Meeting held today on March 25, 2015, adopted the financial statements and consolidated financial statements for 2014 and discharged the members of the Board of Directors and the CEOs from liability for the financial year ending on December 31, 2014. 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. In addition, the Annual General Meeting approved the purchase of the full share capital of a company known as Norwegian Petroleum Consulting Group AS and authorized the Board of Directors to decide on the direct issuance of shares, the acceptance as pledge of the shares issued in direct issuance, and the payment of extra dividend related therewith. 

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 0.02 per share to be paid for the financial year 2014. The dividend is paid to a shareholder who, on the dividend record date March 27, 2015 is registered as a shareholder in the Company's shareholder register maintained by Euroclear Finland Ltd. The dividend will be paid on April 8, 2014.

Composition and remuneration of the Board of Directors

The Annual General Meeting decided that the number of Board members be set at four (4). The following members were re-elected to the Board: Rainer Häggblom, Ilari Koskelo, Arja Koski, and Tero Viherto.

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 OMX 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, 2015. 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 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 trading at the regulated market organized by NASDAQ OMX Helsinki Ltd at the share price prevailing at the time of acquisition. This number of shares corresponds to approximately a maximum of 9.8% 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, 2016 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 12,400,000 shares may be issued, corresponding to approximately 19.6% 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, 2016. The authorization revokes earlier authorizations to issue shares and grant option rights and other special rights entitling to shares. 

Approving the purchase of the full share capital of a company known as Norwegian Petroleum Consulting Group AS and authorizing the Board of Directors to decide on the direct issuance of shares, the acceptance as pledge of the shares issued in direct issuance, and the payment of extra dividend related therewith

The Annual General Meeting approved the purchase of the full share capital of Norwegian Petroleum Consulting Group AS and authorized the Board of Directors to decide on the direct issuance of shares, the acceptance as pledge of the shares issued in direct issuance, and the payment of extra dividend related therewith on the following conditions: 

In addition to the aforementioned authorization regarding the issuance of shares and option rights as well as other special rights entitling to shares, the Annual General Meeting authorized the Board of Directors to decide on the directed share issue of a maximum of 36,453,018 new shares in connection with the transaction mentioned above in deviation from the pre-emptive subscription rights of the shareholders. There is a weighty financial reason for the Company to issue shares as direct issue. The new shares issued by virtue of this authorization do not entitle to any dividend distributed from the financial year 2014 or previous financial years. The share issue authorization is valid until June 30, 2016. The authorization does not revoke the aforementioned issuance authorization.

The Annual General Meeting authorized the Board of Directors to decide on the acceptance as pledge of the shares issued in direct issue in connection with the transaction and to be used as pledge against the fulfilment of the terms of the contract of the transaction. The amount to be accepted as pledge based on this authorization shall not exceed 6,000,000 shares in total, representing approximately 9.5% of the shares in the Company. The Board of Directors shall decide on other terms and conditions of the acceptance as pledge of the shares. The pledge authorization is valid until June 30, 2016.

In addition, the Annual General Meeting authorized the Board of Directors to decide on the distribution of extra dividend of EUR 0.06 per share as part of the aforementioned transaction. The new shares issued in relation to the aforementioned transaction do not entitle to extra dividend possibly decided by the Board by virtue of this authorization. The authorization to distribute extra dividend is valid until the beginning of the next Annual General Meeting and until June 30, 2016, at the latest. 

Acceptance of this item required that all proposals in this item were accepted.


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 Tero Viherto 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. In 2014, the Group's net sales were EUR 98.9 million. Dovre Group employs over 480 people worldwide. Dovre Group has offices in Norway, Canada, the US, the UAE, Russia, Finland and Sweden. Dovre Group is listed on the NASDAQ OMX Helsinki (symbol: DOV1V). Company web site www.dovregroup.com

 

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