Dovre Group Oyj - Notice to general meeting

NOTICE OF THE ANNUAL GENERAL MEETING OF DOVRE GROUP PLC

Espoo, Finland, 2017-02-23 08:30 CET (GLOBE NEWSWIRE) -- 


NOTICE OF THE ANNUAL GENERAL MEETING OF DOVRE GROUP PLC

Notice is given to the shareholders of Dovre Group Plc of the Annual General
Meeting (‘AGM’) to be held on Thursday, March 30, 2017, at 3.00 p.m. at
Suomalainen Klubi, Kansakoulukuja 3, Helsinki. The reception of the persons who
have registered for the meeting and the distribution of voting tickets will
commence at 2.30 p.m. 

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the AGM, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to confirm the minutes and to verify the counting of
votes 

4. Recording the legal convening of the meeting and quorum

5. Recording the attendance at the meeting and adoption of the voting list

6. Presentation of the annual accounts 2016, the report of the Board of
Directors and the auditor's report 
- Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and
resolution on the payment of dividend 

The parent Company’s distributable funds are EUR 24,152,536.41, including the
result for the period EUR 285,085.12. 

The Board of Directors proposes to the AGM that a dividend of EUR 0.01 per
share to be paid, corresponding to EUR 1,001,687.69. The amount takes into
account the 2010C stock option series which were excerised and fully paid in
February 2017. 

The Board of Directors further proposes that the dividend is paid to a
shareholder who on the record date April 3, 2017 is registered as a shareholder
in the Company's shareholder register maintained by Euroclear Finland Ltd. The
dividend is paid on April 12, 2017. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Resolution on the remuneration of the members of the Board of Directors

The shareholders representing over 55% of the total shares in the Company
propose to the AGM that the remuneration payable to the Board members shall be
as follows: 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. 

Out of the annual compensation to be paid to the Board members, 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 AGM. The remaining 60% of the annual
compensation that is to be paid in cash will be paid no later than April 30,
2017. 

The shareholders also propose that reasonable travel expenses incurred by the
Board members are compensated. 

The proposed remuneration of the members of the Board of Directors and the
proposed method of payment remain unchanged from 2016. 

11. Resolution on the number of members of the Board of Directors

The shareholders representing over 55% of the total shares in the Company
propose to the AGM that the number of Board members be set at four (4). 

12. Election of the members of the Board of Directors

The shareholders representing over 55% of the total shares in the Company
propose Rainer Häggblom, Aloysius (Louis) Harrewijn and Ilari Koskelo, all
current members of the Board, to be reappointed as members of the Board, and
Ole Olsen to be appointed as a new member of the Board. 

Ole Olsen (born 1962, Norwegian citizen) joined Dovre Group in May 2015
following the Group’s merger with NPC Group AS and acts as President, Business
Area Asia Pacific. Olsen has extensive experience of the project personnel
business in the oil and gas industry both in Norway and abroad, in particular
in South East Asia. He was a founding partner of Norwegian Petroleum
Consultants AS in Norway and Singapore. Olsen holds a Bachelors degree in
Mechanical Engineering and a Masters degree in Business Administration. 

Ole Olsen’s CV is available on Dovre Group’s investor pages at
www.dovregroup.com -> Investors. 

13. Resolution on the remuneration of the auditor

The Board of Directors proposes to the AGM that the auditor’s fee shall be paid
according to the approved invoice from the auditor. 

14. Election of the auditor

The Board of Directors proposes to the AGM that one auditor be elected for the
Company. The Board of Directors proposes the election of Authorized Public
Accountant firm Ernst & Young Oy as the Company’s auditor. Ernst & Young Oy has
informed that Authorized Public Accountant Toni Halonen will be the auditor in
charge. 

15. Amendment of the Articles of Association

The Board of Directors proposes that Article 9 of the Articles of Association
of the Company would be amended so that it corresponds to the changed
terminology of the Auditing Act. 

After the amendment, Article 9 of the Articles of Association reads as follows:

The company has one Auditor who shall be an audit firm. The auditor’s term ends
at the end of the first Annual General Meeting following the election. 

16.  Lifting of lock-up of shares in Dovre Group Plc given as consideration to
Commuter AS in connection with the merger with Norwegian Petroleum Consulting
Group AS 

On May 28, 2015 the Company purchased 100% of the shares in Norwegian Petroleum
Consulting Group AS (“NPC”) from Commuter AS owned by Frank Ween and Visual
Engineering AS (previously Global Group AS) owned by Ole Olsen by issuing
36,453,018 new shares in Dovre Group Plc (at that time approximately 36.5% of
all shares in the Company after the transaction) as consideration. The
consideration shares issued in connection with the transaction are subject to
lock-up until May 28, 2018. 

On February 15, 2017 the Company notified that Frank Ween, member of the Group
Executive Team and President, Business Area Americas & EMEA, has decided to
step down from his operative position at Dovre Group. The change will take
effect on March 1, 2017. In connection with this, the Company has agreed to
take reasonable steps for the purpose of lifting the above described lock-up as
soon as possible as regards the consideration shares in Dovre Group Plc given
to Commuter AS in connection with the merger with NPC. 

As there are no sellers’ liabilities related to the transaction, and as Frank
Ween has resigned from the Company’s service, the Board of Directors proposes
that the AGM accepts the termination of the lock-up agreement as from March 30,
2017 as regards the consideration shares in Dovre Group Plc, 18,226,509 in
total, given to Commuter AS in connection with the merger with NPC. 

17.  Lifting of lock-up of shares in Dovre Group Plc given as consideration to
Visual Engineering AS in connection with the merger with Norwegian Petroleum
Consulting Group AS 

As there are no sellers’ liabilities related to the transaction mentioned under
item 16, and as the Company wishes to treat the sellers of NPC equally, the
Board of Directors proposes that the AGM also accepts the termination of the
lock-up agreement as from March 30, 2017 as regards the consideration shares in
Dovre Group Plc, 18,226,509 in total, given to Visual Engineering AS in
connection with the merger with NPC. 

18. Authorizing the Board of Directors to decide on the repurchase of the
Company’s own shares 

The Board of Directors proposes that the AGM resolves on authorizing the Board
of Directors to decide on the repurchase of the Company’s own shares, on the
following conditions: 

a) By virtue of the authorization, the Board is entitled to decide on
repurchase of a maximum of 9,900,000 of the Company’s own shares, corresponding
to a maximum of 10.0% of the Company’s all shares. 

b) The Company’s own shares may be repurchased in deviation from the proportion
to the holdings of the shareholders using the non-restricted equity and
acquired on regulated market through trading on Nasdaq Helsinki Ltd at the
share price prevailing at the time of acquisition. Shares will be acquired and
paid for in accordance with the rules of Nasdaq Helsinki Ltd and Euroclear
Finland Ltd. 

c) 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 the be
held, otherwise conveyed or cancelled by the Company. 

The Board of Directors shall decide on other matters related to authorization.

The repurchase authorization is valid until June 30, 2018. The authorization
revokes previous authorizations to acquire the Company’s own shares. 

19. 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 Board of Directors proposes that the AGM would resolve on authorizing the
Board of Directors to decide on 

  1. the issuance of new shares and/or
  2. the conveyance of the Company’s own shares and/or
  3. 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 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 is 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, 2018. The authorization revokes
earlier authorizations to issue shares and grant option rights and other
special rights entitling to shares. 

20. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The above proposals of the Board of Directors relating to the agenda of the AGM
as well as this notice are available on the Company’s website at
www.dovregroup.com. The Company’s annual report, which includes the Company’s
financial statements, the report of the Board of Directors, the auditor’s
report and the Corporate Government Statement, is available on the above
mentioned website during week 10. The proposals of the Board of Directors and
the financial statements are also available at the AGM. Copies of these
documents and of this notice will be sent to shareholders upon request. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered on March 20, 2017, in the shareholder
register of the Company held by Euroclear Finland Ltd, has the right to
participate in the AGM. A shareholder, whose shares are registered on his/her
personal Finnish book-entry account, is registered in the shareholder register
of the Company. 

A shareholder, who is registered in the shareholder register of the Company and
who wants to participate in the AGM, shall register for the meeting no later
than March 27, 2017, 10 a.m. by giving a prior notice of participation, which
shall be received by the Company no later than on the above mentioned date and
time. Such notice can be given: 

a) on Dovre Group Plc’s website at www.dovregroup.com
b) by email to marja.saukkonen@dovregroup.com
c) by telephone to Dovre Group Plc/Marja Saukkonen, tel. +358 20 436 2000
d) by regular mail to Dovre Group Plc/Marja Saukkonen, Maapallonkuja 1 B, 02210
Espoo, Finland. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number, and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to Dovre Group Plc is
used only in connection with the AGM and with the processing of related
necessary registrations. 

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the AGM
by virtue of such shares, based on which he/she would be entitled to be
registered in the shareholder register of the Company held by Euroclear Finland
Ltd on the record date of the AGM on March 20, 2017. The right to participate
in the AGM requires, in addition, that the shareholder has, on the basis of
such shares, been registered into the temporary shareholder register held by
Euroclear Finland Ltd. at the latest by March 20, 2017, by 10 a.m. In regards
to nominee registered shares this constitutes due registration for the AGM. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholder
register of the Company, the issuing of proxy documents and registration for
the AGM from his/her custodian bank. The account management organization of the
custodian bank has to register a holder of nominee registered shares, who wants
to participate in the AGM, into the temporary shareholder register of the
Company at the latest by the time stated above. 

3. Proxy representative and powers of attorney

A shareholder may participate in the AGM and exercise his/her rights at the
meeting by way of proxy representation. A proxy representative shall produce a
duly dated proxy document or otherwise in a reliable manner demonstrate his/her
right to represent the shareholder at the AGM. When a shareholder participates
in the AGM by means of several proxy representatives representing the
shareholder with shares at different securities accounts, the shares by which
each proxy representative represents the shareholder shall be identified in
connection with the registration for the AGM. 

Any proxy documents should be delivered in original to Dovre Group Plc/Marja
Saukkonen, Maapallonkuja 1 B, 02210 Espoo, Finland, by the last date of
registration. 

4. Other information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the AGM has the right to request information with respect to the
matters to be considered at the meeting. 

Shareholders have the opportunity to meet the CEO and the members of the Board
of Directors in an informal meeting directly following the AGM. 

On the date of this notice to the AGM, February 23, 2017, the total number of
shares and votes in Dovre Group Plc is 99,868,769. 

Espoo, February 23, 2017

DOVRE GROUP PLC
Board of Directors

For further information please contact Mr Patrick von Essen, CEO, or Ms Heidi
Karlsson, CFO, tel. +358 20 436 2000. 

DISTRIBUTION
Nasdaq Helsinki Ltd
Main media
www.dovregroup.com