News Column

Notice to Oriola-KD Corporation's Annual General Meeting 2014

February 25, 2014

Oriola-KD Corporation stock exchange release 25 February 2014 at 3  p.m. The Board of Directors of Oriola-KD Corporation has today decided to convene the Annual General Meeting of the Shareholders of Oriola-KD Corporation on 24 March 2014. The below notice to the meeting will be published in Finnish in the newspaper Helsingin Sanomat on Friday, 28 February 2014. Notice to Oriola-KD Corporation's Annual General Meeting 2014 Notice is given to the shareholders of Oriola-KD Corporation to the Annual General Meeting to be held on Monday 24 March 2014 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 2013 - 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 2013. 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 2014 of the company. The Chairman of the Board of Directors would receive an attendance fee of EUR 800 per meeting and the other members would receive attendance fees of EUR 400 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 six. 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, Harry Brade and Per BÅtelson would be re-elected to the Board of Directors, and that Anja Korhonen, Kuisma NiemelÄ and Matti Rihko would be elected as new members of the Board of Directors. Jukka Alho would be re-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 9,500,000 Class A shares and 21,000,000 Class B shares representing approximately 20.2 per cent of all shares in the company. In the event that the shareholders proposal to be covered under item 18 of the agenda is approved by the Annual General Meeting the authorisation covers a maximum of 30,500,000 shares in the company. 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 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 15,000,000 of the company's own class B shares, representing currently approximately 9.92 per cent of all shares in the company. In the event that the shareholders proposal to be covered under item 18 of the agenda is approved by the Annual General Meeting the authorisation covers a maximum of 15,000,000 shares in the company. 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 15,000,000 of the company's own class B shares, which currently represents approximately 9.92 per cent of all shares in the company. 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. In the event that the shareholders proposal to be covered under item 18 of the agenda is approved by the Annual General Meeting the authorisation to repurchase shares covers a maximum of 15,000,000 shares in the company. 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 20 March 2013 in respect of the repurchase of the company's own class B shares. 18. Shareholders' proposal to the Annual General Meeting on combining of the share classes and thereto related  targeted share issue wihout payment as well as amendment of the Articles of Association The shareholders Varma Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company and Mariatorp Oy ("the Shareholders"), representing together approximately 12.14 per cent of the total shares in the Company and approximately 16.39 per cent of the total votes in the Company as per 31 January 2014, propose to the General Meeting that the share classes be combined in a manner that upon completion of all measures related to the combination of the share classes, the Company will have one single share class only, which will be subject to public trading, and whose shares will carry one (1) vote each and have equal rights. The combination of the share classes involves a directed issue of shares without payment to the holders of class A shares and a partial amendment of the Articles of Association. The following itemized proposals of the Shareholders form an entirety that requires the adoption of all its individual items. The Shareholders propose to the General Meeting the following measures in order to combine the share classes: The combination of the share classes The Shareholders propose that the Company's share classes be combined without increasing the share capital by removing the provisions concerning different share classes from the Articles of Association as specified below, whereupon each class A share will be converted into a share corresponding to the current class B share. In connection with the combination of the share classes, the class A shares that have been converted into shares corresponding to the current class B shares will be incorporated in the book-entry system and will be applied to become subject to public trading. The combination of the share classes will be registered in the Trade Register on or about 7 April 2014. The combination will not require any actions by shareholders. Directed issue of shares without payment The Shareholders propose that, in relation to the combination of the share classes, a share issue without payment be directed to the holders of class A shares in such a way that, in deviation from the pre-emptive right of the shareholders, each fourteen class A shares entitle their holder to one new share belonging, after the amendment of the Articles of Association, to the Company's single share class. Based on the combination of the share classes and the directed share issue without payment the ownership of each fourteen (14) class A shares converts to an ownership of fifteen (15) ordinary shares in the Company ("exchange ratio"). Each holder of the class A shares who owns class A shares on the record date 7 April 2014 has the right to receive new shares. The new shares will be distributed among holders of class A shares in proportion to their ownership and recorded directly to the relevant book-entry account on the basis of account entries on the record date and in accordance with the rules and practices of the book-entry system. To the extent the number of class A shares held by a holder of class A shares is not divisible by fourteen (14), the shares formed based on the remainders will be given to be sold by a bank assigned by the Company for the account of such holders of class A shares whose number of class A shares was not divisible by fourteen (14), as specified in more detail by the Company's board of directors and in accordance with the agreement to be made between the Company and the bank assigned by the Company's board of directors. The share issue without payment will not require any actions by shareholders. The maximum number of shares to be issued in the directed share issue without payment is 3,367,765 shares. The number of shares to be issued is based on the above exchange ratio. If the total number of shares to be issued in the share issue without payment based on the exchange ratio would be a fraction, the total number will be rounded up to the nearest full share. Based on the number of the shares on the date of the notice to the general meeting, no such rounding would be made. The new shares will carry full shareholder rights as of registration. For the sake of clarity, it should be noted that the new shares do not entitle their holder to any possible dividend to be decided by the Annual General Meeting on 24 March 2014. The Company's board of directors is authorized to resolve on other terms and practical aspects of the directed share issue without payment. The purpose of the share issue is to compensate the holders of class A shares for the loss of voting rights resulting from the combination of the share classes. According to the Shareholders behind the proposal, the combination of the share classes could improve the liquidity of the Company's shares and increase their market value, clarify the Company's ownership and voting structure and the transparency thereof, and thereby increase interest in the Company as an investment. The combination of the share classes could also improve the Company's possibilities to raise equity financing through share issues and participate in different kinds of sector restructurings. The share issue would thus be in the interest of the Company and all of its shareholders and would have a particularly weighty financial reason required by the Finnish Companies Act. Amendments to the Articles of Association The Shareholders propose that, due to the combination of the share classes, the General Meeting resolve to remove the provisions in the Articles of Association concerning different voting rights attributable to the shares. After the amendment, Article 3 of the Articles of Association would read as follows: "The shares do not have a nominal value. All shares in the company are of the same class of shares. The company has a maximum of 1,500,000,000 shares." After the amendment, Article 11, Sections 1 and 2 of the Articles of Association would read as follows: "To be able to participate in a General Meeting, a shareholder must notify the company of his/her intention to participate in the General Meeting no later than on the last day for registration mentioned in the Notice of Meeting which can be, at the earliest, ten days before the General Meeting. Since the shares of the company have become part of the Book Entry System of Securities, the statements of the Companies Act concerning the right to participate in such a company's General Meeting must also be taken into consideration." No amendments are proposed to Article 11, Section 3 of the Articles of Association. The Section reads as follows: "A shareholder may not cast more than 1/20 of the total number of votes of the different-class shares represented at the General Meeting. Amending of this Article 11, Section 3, calls for a resolution that is supported by at least 4/5 of the votes cast at the Meeting and 4/5 of the shares represented at it." 19.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, the proposal of the sharesholders 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 26 February 2014. 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 26 February 2014. The minutes of the Annual General Meeting will be published on the company's website on 7 April 2014 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, 12 March 2014, 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 Tuesday, 18 March 2014 at 4.00 p.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 25 February 2014: 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, 12 March 2014, 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, 19 March 2014 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. Espoo, 25 February 2014 Oriola-KD Corporation Board of Directors Eero Hautaniemi President and CEO Petter SandstrÖmGeneral Counsel Distribution: NASDAQ OMX Helsinki Ltd Principal media Published by: Oriola-KD Corporation Corporate Communications Orionintie 5 FI-02200 Espoo, Finlandwww.oriola-kd.com This announcement is distributed by GlobeNewswire on behalf of GlobeNewswire clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Oriola-KD Oyj via GlobeNewswire [HUG#1764437]


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Thomson Reuters ONE


Story Tools