DECISIONS OF THE ANNUAL GENERAL MEETING OF DOVRE GROUP PLC
Dovre Group Plc Stock Exchange Release April 29, 2025, at 5:45 pm
DECISIONS OF THE ANNUAL GENERAL MEETING OF DOVRE GROUP PLC
Dovre Group Plc’s Annual General Meeting held today on April 29, 2025, adopted the financial statements and consolidated financial statements for 2024 and discharged the members of the Board of Directors and the CEO from liability for the financial year ending on December 31, 2024.
The Annual General Meeting also decided on 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.
Payment of dividend
The Annual General Meeting decided, in accordance with the Board’s proposal, that no dividend is paid.
Remuneration report for 2024
In accordance with the Board’s proposal, the Annual General Meeting resolved to approve the remuneration report for the financial year of 2024.
Composition and remuneration of the Board of Directors
The Annual General Meeting decided that the number of Board members be set at three (3). Svein Stavelin and Ilari Koskelo were re-elected as members of the Board and Aaron Michelin 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 30,000, and each other member of the Board EUR 25,000 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 and Authorized Sustainability Auditor Henrik Juth will be the principal auditor. The auditor’s fee shall be paid according to the approved invoice of the auditor.
Sustainability reporting assurer
The Annual General Meeting elected the sustainability audit firm BDO Oy as the Company’s sustainability reporting assurer. BDO Oy has informed that Authorized Public Accountant and Authorized Sustainability Auditor Henrik Juth will be the principal sustainability reporting assurer. The sustainability reporting assurer’s fee shall be paid according to the approved invoice.
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 10 100 000 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 9.5% 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, 2026, 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 10 100 000 shares may be issued, corresponding to approximately a maximum of 9.5% 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 5.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, 2026. 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 the Annual General Meeting.
Convening after the Annual General Meeting, the Board of Directors of Dovre Group Plc elected Svein Stavelin Chairman of the Board and Ilari Koskelo Vice Chairman of the Board.
Dovre Group Plc
Sanna Outa-Ollila, Acting CEO
Tel. +358 20 436 2000
sanna.outa-ollila@dovregroup.com
Dovre Group is a provider of renewable energy project development and construction projects in wind, solar, battery energy storage systems and heat pump facilities in the Nordic countries through Group companies Suvic Oy and Renetec Oy. In addition, Proha Oy provides project management software with related services and eSite provides industrial virtual reality services. Net sales for the Group in 2024 were 99.3 MEUR and it employs around 200 people. Website: www.dovregroup.com
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Nasdaq Helsinki
Main media
www.dovregroup.com
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