Dovre Group Oyj - Decisions of general meeting

Decisions of the Annual General Meeting of Dovre Group Plc

Dovre Group Plc                       Stock Exchange Release                    March 27, 2019 at 6.15 pm

DECISIONS OF THE ANNUAL GENERAL MEETING OF DOVRE GROUP PLC

Dovre Group Plc’s Annual General Meeting held today on March 27, 2019, adopted the financial statements and consolidated financial statements for 2018 and discharged the members of the Board of Directors and the CEO from liability for the financial year ending on December 31, 2018. 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, 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 2018. The dividend is paid to a shareholder who, on the dividend record date March 29, 2019 is registered as a shareholder in the Company's shareholder register maintained by Euroclear Finland Ltd. The dividend will be paid on April 25, 2019.

Composition and remuneration of the Board of Directors

The Annual General Meeting decided that the number of Board members be set at four (4). Svein Stavelin, Ilari Koskelo and Antti Manninen were re-elected as members of the Board, and Kristine Larneng was elected as a new member 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. The annual compensation is to be paid in cash. In addition, reasonable travel expenses are also compensated.

Auditor

The Annual General Meeting elected the Authorized Public Accountant entity BDO Oy as the Company's auditor. BDO Oy has informed that Authorized Public Accountant Ari Lehto 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, 2020 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, 2020. 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 elected Svein Stavelin as Chairman of the Board.  Ilari Koskelo was elected as Vice Chairman.

Dovre Group Plc
Arve Jensen, CEO
Tel. +47 90 60 78 11
arve.jensen@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 Canada, Finland, Norway, Singapore and the US, and employs about 500 people worldwide. Dovre Group is listed on the Nasdaq Helsinki (symbol: DOV1V). Company website www.dovregroup.com.

DISTRIBUTION:
Nasdaq Helsinki
Main media
www.dovregroup.com