Oriola-KD Corporation's Stock Exchange Release 30 March 2015 at 7.50 p.m.
Resolutions of the Annual General Meeting of Oriola-KD Corporation and the decisions of the constitutive meeting of the Board of Directors
A. Oriola-KD Corporation's Annual General Meeting held on 30 March 2015 passed
the following resolutions:
1. Adoption of the financial statements and discharge from liability
The AGM adopted the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year ending 31 December 2014.
2. Payment of dividend
The AGM resolved that no dividend shall be paid on the basis of the balance sheet adopted for the financial year ending 31 December 2014.
3. The composition and fees of the members of the Board of Directors
The AGM confirmed that the Board of Directors is composed of eight members. Current members of the Board of Directors Mr Jukka Alho, Mr Per Båtelson, Ms Anja Korhonen, Mr Kuisma Niemelä and Mr Matti Rihko were re-elected to the Board of Directors, and Ms Eva Nilsson Bågenholm, Mr Staffan Simberg and Mr Anssi Vanjoki were elected new members of the Board of Directors. Mr Anssi Vanjoki was elected Chairman of the Board of Directors.
The AGM confirmed that the fee for the term of office of the Chairman of the Board of Directors is EUR 48,400, the fee for the term of office of the Vice Chairman of the Board of Directors and for the Chairman of the Board's Audit Committee is EUR 30,250 and the fee for the term of office of other members of the Board of Directors is EUR 24,200. Of the annual fee, 60 per cent shall be paid in cash and 40 per cent shall be used to acquire Oriola-KD Corporation's class B shares for the Board members on the NASDAQ OMX Helsinki Stock Exchange 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 receives an attendance fee of EUR 1000 per meeting and the other members EUR 500 per meeting. Attendance fees are correspondingly also paid to the chairmen and members of Board and company committees. Travel expenses are compensated in accordance with the travel policy of the company.
4. Election of auditor and resolution on the auditor's fees
PricewaterhouseCoopers Oy, who has put forward authorised public accountant Mr Kaj Wasenius as principal auditor, was elected as the auditor of the company. The auditor's fees shall be paid according to invoice approved by the company.
5. Authorisation for the Board of Directors to decide on the issuance of shares against payment
In accordance with the proposal of the Board of Directors, the AGM authorised 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. The authorisation covers a maximum of 5,650,000 Class A shares and 12,500,000 Class B shares representing approximately 10.00 per cent of all shares.
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. 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 authorization is in effect for a period of eighteen (18) months from the decision of the Annual General Meeting. The authorisation revokes all previous share issue authorisations given to the Board of Directors 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.
6. Authorisation for the Board of Directors to decide on the issuance of class B shares against payment
In accordance with the proposal of the Board of Directors, the AGM authorized 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. The authorisation covers a combined maximum of 18,000,000 class B shares of the company, representing approximately 9.92 per cent of all shares.
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, shares held by the company as treasury shares may also be sold through trading on regulated market organised by NASDAQ OMX Helsinki Ltd. The authorisation includes the right for the Board 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 in effect for a period of eighteen (18) months from the decision of the AGM. The authorisation revokes all previous share issue authorisations given to the Board of Directors except for such given earlier during the Annual general Meeting and 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.
7. Authorisation for the Board of Directors to decide on the repurchase of the company's own class B shares
In accordance with the proposal of the Board of Directors, the AGM authorized the Board of Directors to decide on repurchasing of the company's own class B shares. The authorisation entitles the Board of Directors to decide on the repurchase of no more than 18,000,000 representing approximately 9.92 per cent of all shares. 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.
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 market price of class B shares quoted on regulated market organized by 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 acquisition 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.
According to the authorisation, the Board of Directors decides on all other matters related to the repurchase of class B shares. The authorisation to repurchase own shares is in force for a period of not more than eighteen (18) months from the decision of the AGM. This authorisation revokes the authorisation given to the Board of Directors by the AGM on 24 March 2014 in respect of repurchase of the company's own class B shares.
B. Decisions of the constitutive meeting of the Board of Directors
In its constitutive meeting convening after the AGM, the Board of Directors of Oriola-KD Corporation elected Mr Jukka Alho as Vice Chairman of the Board of Directors.
The Board appointed from among its members the following members to the Board's Audit Committee and Remuneration Committee:
Audit Committee:
Ms Anja Korhonen, Chairman
Mr Kuisma Niemelä
Mr Staffan Simberg
Remuneration Committee:
Mr Jukka Alho, Chairman
Mr Per Båtelson
Ms Eva Nilsson Bågenholm
Mr Matti Rihko
The members to the company's Nomination Committee are elected later in accordance with the charter of the Nomination Committee.
The Board of Directors has assessed the independence of the members of the Board of Directors, and determined that all members of the Board of Directors are independent of the company and its significant shareholders.
Oriola-KD Corporation
Eero Hautaniemi
President and CEO
Petter Sandström
General Counsel
For further information, please contact:
Eero Hautaniemi
President and CEO
Tel: +358 10 429 2109
E-mail: eero.hautaniemi@oriola-kd.com
Distribution:
NASDAQ OMX Helsinki Ltd.
Principal media
Published 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
