Oriola-KD Corporation Stock Exchange Release 13 March 2007 at 7.30
p.m.
Meeting on March 13, 2007, Oriola-KD Corporation's Annual General
Meeting passed the following resolutions:
Adoption of financial statement and accounts and discharging from
liabilities
The Annual General Meeting (AGM) adopted the financial statement and
accounts and discharged members of the Board of Directors and the
President and CEO from liability for the financial year ending
December 31, 2006.
Payment of dividend
The AGM approved that the sum of EUR 0.06 per share be paid as
dividend on the basis of the adopted balance sheet for the financial
year ending 31 December 2006.
Dividend shall be paid to those who at the record date of 16 March
2007 were entered as a Company shareholder in the Company's
shareholder register kept by the Finnish Central Securities
Depository Ltd. The date of payment of dividend is 23 March 2007.
Number and composition of members of the Board and their remuneration
The AGM confirmed that the number of members of the Board shall be
seven (7) and the following members were re-elected to the Board: Mr.
Pauli Kulvik, Ms. Outi Raitasuo, Mr. Anti Remes, Mr. Olli Riikkala,
Mr. Jaakko Uotila and Mr. Mika Vidgrén. Mr. Harry Brade, M.Sc., MBA
was elected as a new member tot the Board. The Board re-elected Mr.
Olli Riikkala Chairman of the Board.
The AGM approved that the remuneration to the Chairman of the Board
is EUR 40,000 for the term of office, to the Vice Chairman EUR 25,000
and to other members of the Board EUR 20,000. Forty percent of the
remuneration shall be used to acquire the Company's Class B shares on
the stock exchange and 60 percent shall be paid in cash. The Chairman
of the Board shall receive EUR 800 in attendance fee for each meeting
and other Board members EUR 400. Attendance fees shall also be paid
to members of the Company and Board Committees. The Chairman of the
Board shall further have a company-paid phone. The travel expenses of
all members of the Board of Directors shall be reimbursed in
accordance with the Company's travel regulations.
Election and remuneration of auditors
The AGM re-elected as auditor for the Company Ernst & Young Oy, an
Authorised Public Accountant Firm, who have put forward Mr. Rabbe
Nevalainen, Authorised Public Accountant as principal auditor.
Authorised Public Accountant, Ms. Anu Ojala was elected deputy
auditor. The auditors shall be reimbursed according to invoice.
Authorisation to the Board to decide on matters for implementation of
the share incentive scheme
The AGM authorised the Board to decide on targeted (directed)
repurchase of own shares and bonus issue to the Company.
The Board granted the following authorisation to acquire own shares:
The Board was authorised to acquire for the Company its own Class B
shares ("B shares"). The number of B shares to be acquired pursuant
to this authorisation shall not exceed 1,450,000.
The shares acquired pursuant to the authorisation shall be purchasedin public trading organised by the Helsinki Exchanges. The maximum
consideration payable for each B share acquired pursuant to the
authorisation is the highest publicly quoted price of the B share in
the month of acquisition. The purpose of the authorisation is to
enable the use of own treasury shares in the incentive scheme for the
Company's top management and to hedge against the risk of taxes and
other similar expenditure arising from the incentive scheme.
The Board shall decide on all other matters relating to the
acquisition of B shares.
This authorisation shall remain in force for a period not to exceed
eighteen (18) months from the decision taken by the Annual General
Meeting.
The Board was granted the following share issue authorisation in
order to issue shares to the Company without charge: The Board was
authorised to decide on a bonus issue to the Company itself in one or
more instalments. The number of B shares to be issued pursuant to
this authorisation shall not exceed 1,450,000.
The Board shall decide on all other matters relating to the issue of
B shares.
The purpose of the authorisation is to enable the creation of own
shares for use in the incentive scheme for the Company's top
management and to hedge against the risk of taxes and other similar
expenditure arising from the incentive scheme.
This authorisation shall remain in force for a period not to exceed
four (4) years from the decision taken by the Annual General Meeting.
The number of shares coming into the possession of the Company
pursuant to both the aforementioned authorisations shall not exceed
1,450,000 B shares, which represents 1.03% of all Company shares and
0.12% of total votes.
The AGM authorised the Board to decide on a targeted (directed) share
issue for the purposes of creating a share incentive scheme for
management and selling B shares on the stock exchange.
The Board was, in addition to the abovementioned authorisation,
granted the following share issue authorisation: The Board was
authorised to disapply shareholders' pre-emption rights and issue
Class B shares ("B shares"). The B shares to be issued may be either
new or own B shares held by the Company as treasury shares. This
authorisation shall remain in force for a period not to exceed four
(4) years from the decision taken by the Annual General Meeting. The
authorisation concerns a total of 1,450,000 shares. The share issue
may be a bonus issue.
The Board may execute this authorisation in the share incentive
scheme for top management in the Oriola-KD Group in respect of
650,000 B shares. The share incentive scheme is intended as a part of
the incentive scheme for the President and CEO and other top
management. The incentive scheme comprises three earning periods of
one year. The Board decides on the target group of the earning period
and the bonuses of the key employees in the target group at the
beginning of each earning period. The shares would be issued or given
to the persons mentioned, subject to decision by the Board of
Directors, on the basis of the development of Oriola-KD's operating
profit and return on capital employed (ROCE) in 2007 - 2009. Any B
shares to be issued as part of the share incentive scheme shall be
issued or given between 1 January 2008 and 31 December 2010. The said
shares represent 0.46% of all Company shares and 0.06% of total
votes.
In addition to the incentive scheme described above, the Board may
sell no more than 800,000 B shares in public trading organised by the
Helsinki Exchanges. The purpose of the sale of B shares on the stock
exchange is to enable the use of the Company's treasury shares to
hedge against the risk arising from the taxes and other similar
expenditure arising from the share incentive scheme.
The Board shall decide on all other matters relating to the share
issues and the incentive scheme for top management.
Resolutions of the meeting of the Board of Directors
In its meeting held after the Annual General Meeting, the Board of
Directors re-elected Mr. Antti Remes as Vice Chairman of the Board.
Compositions of the Audit Committee and the Compensation Committee
were confirmed as follows:
The Audit Committee
Mr. Antti Remes, Chairman
Mr. Harry Brade
Ms. Outi Raitasuo
Mr. Mika Vidgrén
The Compensation Committee
Mr. Olli Riikkala, Chairman
Mr. Pauli Kulvik
Mr. Jaakko Uotila
Oriola-KD Corporation
Eero Hautaniemi
President and CEO
Henry Haarla
General Counsel
Further information:
Eero Hautaniemi
President and CEO
Tel. +358 10 429 2109
Email: eero.hautaniemi@oriola-kd.com
Distribution:
Helsinki Stock Exchange
Principal media
Published by:
Oriola-KD Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo
www.oriola-kd.com