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Notice to Oriola-KD Corporation's Annual General Meeting 2015
373 
0 KommentareThe Board of Directors of Oriola-KD Corporation has today decided to convene the Annual General Meeting of the Shareholders of Oriola-KD Corporation on 30 March 2015. The below notice to the meeting will be published in Finnish in the newspaper Helsingin Sanomat on Saturday, 7 March 2015.
NOTICE TO ORIOLA-KD CORPORATION'S ANNUAL GENERAL MEETING 2015
Notice is given to the shareholders of Oriola-KD Corporation to the Annual General Meeting to be held on Monday 30 March 2015 from 5.00 p.m. at the Helsinki Exhibition and Convention Centre (address: Helsinki Exhibition and Convention Centre, Congress Wing Entrance, Rautatieläisenkatu 3, 00520 Helsinki, Finland). The reception of participants who have registered for the meeting and distribution of voting tickets will commence at 3.30 p.m. Coffee is served after the meeting.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to confirm the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor's report for the year 2014
- Review by the President & CEO
7. Adoption of the financial statements and the consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the General Meeting that no dividend be paid based on the balance sheet to be adopted for the year 2014.
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 Nomination Committee of Oriola-KD Corporation has announced as its recommendation that the following remunerations are paid to the members of the Board of Directors:
The fee for the term of office of the Chairman of the Board of Directors would be EUR 48,400, the fee for the term of office of the Vice Chairman of the Board of Directors would be EUR
30,250, the fee for the term of office of the Chairman of the Audit Committee would be EUR 30,250 and the fee for the term of office of other members of the Board of Directors would be EUR 24,200.
Of the annual fee, 60 per cent would be paid in cash and 40 per cent would be used to acquire Oriola-KD Corporation's class B-shares for the members of the Board of Directors on the NASDAQ OMX
Helsinki Stock Exchange. The shares would be acquired within two weeks from the release of the Interim Report 1 January-31 March 2015 of the company. The Chairman of the Board of Directors would
receive an attendance fee of EUR 1,000 per meeting and the other members would receive attendance fees of EUR 500 per meeting. Attendance fees would correspondingly also be paid to the chairmen and
members of Board and company committees. Travel expenses would be compensated in accordance with the travel policy of the company.
The Nomination Committee's recommendation on the remuneration to the Board of Directors will at the Annual General Meeting be considered on the proposal of a shareholder.
11. Resolution on the number of members of the Board of Directors
In accordance with the recommendation of the company's Nomination Committee, the Board of Directors proposes to the Annual General Meeting that the number of members of the Board of Directors is confirmed as eight.
12. Election of the members of the Board of Directors and Chairman
In accordance with the recommendation of the company's Nomination Committee, the Board of Directors proposes to the Annual General Meeting that, for the next term of office, current members of the
Board of Directors Jukka Alho, Per Båtelson, Anja Korhonen, Kuisma Niemelä and Matti Rihko would be re-elected to the Board of Directors, and that Eva Nilsson Bågenholm, Staffan Simberg and Anssi
Vanjoki would be elected as new members of the Board of Directors. Anssi Vanjoki would be elected as Chairman of the Board of Directors.
The biographicals of the proposed members of the Board of Directors are presented on the company's website at www.oriola-kd.com.
13. Resolution on the remuneration of the auditor
In accordance with the recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that the fees of the company's auditor would be paid according to invoice approved by the company.
14. Election of auditor
In accordance with the recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that PricewaterhouseCoopers Oy, who has put forward authorised public accountant Kaj Wasenius as principal auditor, would be elected as the auditor of the company.
15. Authorising the Board of Directors to decide on a share issue against payment
The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on a share issue against payment in one or more issues. The authorisation comprises the right to issue new shares or assign treasury shares held by the company.
Maximum number of shares to be issued or assigned
It is proposed that the authorisation covers a maximum of 5,650,000 Class A shares and 12,500,000 Class B shares representing approximately 12.00 per cent of all shares in the company on the date of the notice and approximately 10.00 per cent of all shares once the shares issued in the rights offering that concluded in March 2015 have been entered into the Trade register.
Shareholders' pre-emptive rights and targeted issue
The authorisation given to the Board of Directors includes the right to derogate from the shareholders' pre-emptive subscription right, provided that there is, in respect of the company, a weighty financial reason for the derogation. Subject to the above restrictions, the authorisation may be used i.a. to develop the capital structure. Pursuant to the authorisation, shares held by the company as treasury shares may also be sold through trading on regulated market organised by NASDAQ OMX Helsinki Ltd.
Other terms and validity
It is proposed that the authorisation includes the right for the Board of Directors to decide on the terms of the share issue in the manners provided for in the Companies Act including the right to
decide whether the subscription price is credited in part or in full to the invested unrestricted equity reserves or to the share capital. The authorisation is proposed to remain in effect for a
period of eighteen (18) months from the decision of the Annual General Meeting.
It is proposed that this authorisation revokes all previous share issue authorisations given to the Board of Directors to the extent that they have not been excersised, except for the authorisation
given to the Board of Directors by the Annual General Meeting held on 20 March 2013, pursuant to which the Board of Directors may decide upon directed share issues against or without payment
concerning no more than 1,715,000 class B shares in order to execute the share-based incentive plan for the Oriola-KD Group's executives and the share savings plan for the Oriola-KD Group's key
personnel.
16. Authorising the Board of Directors to decide on the issuance of class B shares against payment
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to decide on a share issue against payment in one or more issues. The authorisation comprises the
right to issue new class B shares or assign class B treasury shares held by the company.
Maximum number of shares to be issued or assigned
It is proposed that the authorisation covers a combined maximum of 18,000,000 of the company's own class B shares, representing approximately 11.90 per cent of all shares in the company on the date
of the notice and approximately 9.92 per cent of all shares once the shares issued in the rights offering that concluded in March 2015 have been entered into the Trade register.
Shareholders' pre-emptive rights and targeted issue
The authorisation given to the Board of Directors includes the right to derogate from the shareholders' pre-emptive subscription right provided that there is, in respect of the company, a weighty
financial reason for the derogation. Subject to the above restrictions, the authorisation may be used as payment of consideration when financing and executing corporate acquisitions or other
business arrangements and investments. Pursuant to the authorisation, class B shares held by the company as treasury shares may also be sold through trading on regulated market organised by NASDAQ
OMX Helsinki Ltd.
Other terms and validity
It is proposed that the authorisation includes the right for the Board of Directors to decide on the terms of the share issue in the manners provided for in the Companies Act including the right to
decide whether the subscription price is credited in part or in full to the invested unrestricted equity reserves or to the share capital. The authorisation is proposed to remain in effect for a
period of eighteen (18) months from the decision of the Annual General Meeting.
It is proposed that this authorisation revokes all previous share issue authorisations given to the Board of Directors except for such granted to the Boad of Directors earlier during the meeting as
well as the authorisation given to the Board of Directors by the Annual General Meeting held on 20 March 2013, pursuant to which the Board of Directors may decide upon directed share issues against
or without payment concerning no more than 1,715,000 class B shares in order to execute the share-based incentive plan for the Oriola-KD Group's executives and the share savings plan for the
Oriola-KD Group's key personnel.
17. Authorising the Board of Directors to decide on the repurchase of the company's own class B shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on repurchasing the company's own class B shares on the following terms and conditions:
Maximum number of shares repurchased
According to the authorisation, the Board of Directors is entitled to decide on the repurchase of no more than 18,000,000 of the company's own class B shares, which on the date of the notice
represents approximately 11.90 per cent of all shares in the company and approximately 9.92 per cent of all shares once the shares issued in the rights offering that concluded in March 2015 have
been entered into the Trade register. The authorisation may only be used in such a way that in total no more than one tenth (1/10) of all shares in the company may from time to time be in the
possession of the company and its subsidiaries.
Consideration to be paid for the shares and targeted acquisition
Shares may be repurchased in accordance with the resolution of the Board of Directors also in a proportion other than in which shares are owned by the shareholders, using funds belonging to the
company's unrestricted equity and at the price of class B shares quoted on regulated market organised by the NASDAQ OMX Helsinki Ltd or otherwise established on the market at the time of the
repurchase. The Board of Directors decides how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. The repurchase of shares reduces the company's
distributable unrestricted equity.
Shares may be repurchased to develop the company's capital structure, to execute corporate transactions or other business arrangements, to finance investments, to be used as a part of the company's
incentive schemes or to be otherwise relinquished, held by the company or cancelled.
Other terms and validity
The Board of Directors decides on all other matters related to the repurchase of class B shares. The authorisation to repurchase own shares shall remain in force for a period of not more than
eighteen (18) months from the decision of the Annual General Meeting.
This authorisation revokes the authorisation given to the Board of Directors by the Annual General Meeting on 24 March 2014 in respect of the repurchase of the company's own class B shares.
18. Closing of the meeting
B. Documents of the General Meeting
The proposals of the Board of Directors to Annual General Meeting, the recommendation by the Nomination Committee as well as this notice are available on Oriola-KD Corporation's website at www.oriola-kd.com. The financial statements, the report of the board of directors and the auditor's report of Oriola-KD Corporation are available on the above-mentioned website no later than 9 March 2015. The proposals for decisions and the other above-mentioned documents are also available at the Annual General Meeting. Oriola-KD's annual report is published on the company's website as of 12 February 2015. The minutes of the Annual General Meeting will be published on the company's website on 13 April 2015 at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered in the shareholders' register of the company held by Euroclear Finland Ltd on the record date of the General Meeting on Wednesday, 18 March 2015, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.
A shareholder, who intends to participate in the Annual General Meeting, shall register for the meeting no later than on Wednesday, 25 March 2015 at 10.00 a.m. Finnish time by giving prior notice of participation to the company, which shall be received by the company no later than on the above-mentioned date and time. Notice of participation is requested to be made starting on 6 March 2015:
a) on the company's website www.oriola-kd.com by following the instructions given on the website;
b) by telephone +358 20 770 6868 (Monday - Friday from 1.00 p.m. - 4.00 p.m.); or
c) by regular mail to Oriola-KD Corporation, Legal Affairs, P.O.Box 8, FI-02101 Espoo, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number (or the business identity code of the entity he/she represents), address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of any proxy representative. The personal details given to Oriola-KD Corporation are used only in connection with the Annual General Meeting and for processing registrations related to the meeting.
A shareholder, his/her authorised representative or proxy representative shall, where necessary, at the meeting be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on Wednesday, 18 March 2015, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd at the latest by Wednesday, 25 March 2015 at 10.00 a.m. Finnish time. As regards nominee registered shares, this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholder's register of the company, the issuing of proxy documents and registration for the General Meeting 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 General Meeting, temporarily into the shareholders' 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 General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting 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 General Meeting.
Possible proxy documents should be delivered in originals to the address referred to section C.1 above before the last date for registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of the notice to the Annual General Meeting, the company has in total 47,148,710 class A shares registered in the Trade Register, whose total number of votes is 942,974,200, and in total 104,109,118 class B shares, whose total number of votes is 104,109,118, making a combined total of 151,257,828 shares and 1,047,083,318 votes. Once the shares issued in the rights offering that concluded in March 2015 have been registered in the Trade register, the company will have in total 56,578,452 class A shares registered in the Trade Register, whose total number of votes is 1,131,569,040, and in total 124,907,761 class B shares, whose total number of votes is 124,907,761, making a combined total of 181,486,213 shares and 1,256,476,801 votes
Espoo, 6 March 2015
Oriola-KD Corporation
Board of Directors
Eero Hautaniemi
President and CEO
Petter Sandström
General Counsel
Distribution:
NASDAQ OMX Helsinki Ltd
Key media
Released by:
Oriola-KD Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo, Finland
www.oriola-kd.com
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Oriola-KD Oyj via Globenewswire
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