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 Sandström
General Counsel
Distribution:
NASDAQ OMX Helsinki Ltd
Principal media
Published by:
Oriola-KD Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo, Finland
www.oriola-kd.com
[HUG#1764437]