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2016-02-17

Oriola-KD Oyj: Notice to Oriola-KD Corporation's Annual General Meeting 2016

Oriola-KD Corporation stock exchange release 17 February 2016 at 2.00 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 14 March 2016. The below notice to the meeting will be published in Finnish in the newspaper Helsingin Sanomat on Friday, 19 February 2016.
Notice to Oriola-KD Corporation's Annual General Meeting 2016

Notice is given to the shareholders of Oriola-KD Corporation to the Annual General Meeting to be held on Monday 14 March 2016 from 2.00 p.m. at the Helsinki Exhibition and Convention Centre (address: Helsinki Exhibition and Convention Centre, Congress Wing Entrance, Rautatieläisenkatu 3, 00520 Helsinki, Finland). Reception of participants who have registered for the meeting and distribution of voting tickets will commence at 12.30 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 2015

- 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 that a dividend of EUR 0.13 per share is paid on the basis of the balance sheet to be adopted in respect of the financial year ending on 31 December 2015. According to the proposal, the dividend would be paid to shareholders registered in the company's shareholders' register held by Euroclear Finland Ltd on the dividend record date 16 March 2016. The Board of Directors proposes that the dividend is paid on 5 April 2016.

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 Helsinki Stock Exchange. The shares would be acquired within two weeks from the release of the Interim Report 1 January-31 March 2016 of the company. The Chairman of the Board of Directors would receive an attendance fee of EUR 1000 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 Anja Korhonen, Kuisma Niemelä, Eva Nilsson Bågenholm, Matti Rihko, Staffan Simberg and Anssi Vanjoki would be re-elected to the Board of Directors, and that Mariette Kristenson and Lena Ridström would be elected as new members of the Board of Directors. Anssi Vanjoki would be re-elected as Chairman of the Board of Directors.

The Nomination Committee of the company has assessed all candidates to the Board of Directors to be independent of the company and its major shareholders.

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 Authorised Public Accountants PricewaterhouseCoopers Oy, who has put forward authorised public accountant Ylva Eriksson 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 10.00 per cent of all 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 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 9.92 per cent of all 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 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 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.

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 Helsinki Ltd...

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