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2010-03-08 12:30:00 CET 2010-03-08 12:31:25 CET REGLAMENTUOJAMA INFORMACIJA Oriola-KD Oyj - Company AnnouncementNotice of Annual General Meeting of Oriola-KD Corporation 2010Oriola-KD Corporation stock exchange release 8 March 2010 at 1.30 p.m. Notice is hereby given to the shareholders of Oriola-KD Corporation of the Annual General Meeting to be held on Wednesday 7 April 2010 from 5 p.m. at Helsinki Fair Centre (address: Helsinki Fair Centre, Congress Wing Entrance, Rautatieläisenkatu 3, 00520 Helsinki). Registration The reception of persons who have registered for the meeting will commence at 3.30 p.m. Coffee is served after the meeting. A. Matters on the agenda of the Annual General Meeting At the Annual General Meeting, the following matters will be considered: 1. Opening of the Meeting 2. Election of the Chairman and Secretary 3. Election of person to scrutinize the minutes and person 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 statement, the report of the Board of Directors, and the consolidated financial statements for the accounting period 2009 and the auditor's report Review by the President & CEO 7. Resolution on the adoption of the financial statement including 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 Annual General Meeting that a dividend of EUR 0.12 per share be paid as dividend on the basis of the balance sheet to be adopted in respect of the financial year ending 31 December 2009. The Board of Directors proposes that the dividend is paid on 21 April 2010. If the Annual General Meeting accepts the proposal of the Board of Directors, the dividend shall be paid to a shareholder who, on the dividend distribution record date of 12 April 2010, is registered as the Company's shareholder in the Company's shareholder register held by Euroclear Finland Ltd. 9. Authorisation for the Board of Directors to decide on the distribution of additional dividend or distribution of assets from the reserves of unrestricted equity The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to decide in accordance with Chapter 13 section 6(2) of the Companies Act on the distribution of additional dividend from the retained earnings and/or distribution of assets from the reserves of unrestricted equity or both on the following conditions: Based on the authorisation, the Board of Directors may decide on the distribution of additional dividend from the retained earnings or distribution of assets from the reserves of unrestricted equity or both so that the maximum distribution of dividend and/or return of equity based on the authorisation is no more than EUR 0.05 per share in total. The distribution of additional dividend and/or return of equity can be made in one or more instalments. The Board proposes that the authorisation includes the right for the Board of Directors to decide on all other conditions relating to the distribution of additional dividend and return of equity. The authorisation is proposed to remain in effect until the next annual general meeting. 10. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 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 be confirmed as eight (8). 12. Resolution on the fees of the members of the Board of Directors The Company's Nomination Committee has recommended that the remunerations to the Board of Directors would be paid as follows: 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 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 paid in cash and 40 per cent would be used to acquire Oriola-KD's Corporation's Class B-shares for the Board members from the Helsinki Stock Exchange after the publication of the company's interim report 1-3/2010. The Chairman of the Board of Directors would receive an attendance fee of EUR 800 and the other members would receive attendance fees of EUR 400 per meeting. Meeting fees would correspondingly also be paid to the members of the Board or Company's Committees. The Chairman of the Board of Directors would additionally have a phone benefit. Travel expenses would be compensated in accordance with the travel policy of the Company. The Nomination Committee's recommendation for the remunerations to Board of Directors has not been given to the Board of Directors. Instead, the matter will be considered at the Annual General Meeting on the proposal of a shareholder. 13. Election of the members and Chairman 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, for the following term of office, Mr. Harry Brade, Mr. Pauli Kulvik, Ms Outi Raitasuo, Mr. Antti Remes, Mr. Olli Riikkala, Mr. Jaakko Uotila and Mr. Mika Vidgrén be re-elected to the Board of Directors and that Mr. Per Båtelson would be elected as a new member to the Board of Directors. Mr. Olli Riikkala would be re-elected as Chairman of the Board of Directors. Per Båtelson (born 1950), M.Sc. (Physics), who has been proposed as a new member to the Board of Directors, serves as the CEO of Global Health Partner Plc, a company established in 2006. He has previously served as the CEO of Capio AB. Per Båtelson is a member of the Board of Directors of Permobil AB, Sentoclone AB and Unilabs AB. Mr Per Båtelson served as the Chairman of the Board of Directors of Apoteket AB from 2006 to 2009. 14. Resolution on the auditor's fee 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. 15. Election 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 PricewaterhouseCoopers Oy, who has put forward authorized public accountant Mr Heikki Lassila as principal auditor, be re-elected as the auditor of the Company for the financial year 2010. 16. Resolution on amendments to the Articles of Association The Board of Directors proposes to the Annual General Meeting that due to amendments to the Finnish Companies Act, which entered into force on 31 December 2009, the Annual General Meeting would decide to amend Section 12 of the Articles of Association concerning the notice period of the General Meeting as follows: 12 § A notice of a General Meeting of shareholders shall be delivered by publishing the notice in at least one daily newspaper in the capital city no earlier than two months and no later than twenty-one days before the General Meeting. However, the notice shall be published no later than nine days before the record date of the General Meeting. 17. Authorization for the Board of Directors to decide on acquiring of own class B shares The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on acquiring of the Company's own class B shares on the following terms and conditions: Maximum amount of the shares to be acquired: According to the authorization, the Board of Directors is entitled to decide on the acquisition of no more than fifteen million (15,000,000) of the Company's own class B shares. This amount corresponds approximately to 9.92 per cent of all shares in the Company. The authorization 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. Acquisition of shares and compensation to be paid for the shares: The Company's shares shall be acquired in accordance with the resolution of the Board of Directors in a proportion other than that to the shares owned by the shareholders using funds belonging to the Company's unrestricted equity and at the market price of class B shares on the NASDAQ OMX Helsinki Ltd at the time of the acquisition. The shares will be paid for in accordance with the rules and regulations of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd. The Board of Directors decides how shares will be acquired. Among other means, derivatives may be used in acquiring the shares. The acquisition of shares reduces the Company's distributable unrestricted equity. Purpose of acquiring the shares: Shares may be acquired 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 acquisition of class B shares. The authorization to acquire shares shall remain in force for a period of not more then eighteen (18) months from the decision of the Annual General Meeting. The authorization revokes the authorization given to the Board of Directors by the Annual General Meeting on 16 April 2009 in respect of the acquisition of the Company's own class B shares. 18. Authorization for the Board of Directors to decide on a share issue of class B-shares against payment The Board of Directors proposes that the Annual General Meeting authorise the Board 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. It is proposed that the authorisation concern a combined maximum of thirty million (30,000,000) class B shares of the Company. This amount corresponds to approximately 19.83 per cent of all shares in the Company. The authorization given to the Board of Directors includes the right to deviate from the shareholders' pre-emptive subscription right provided that there is a weighty financial reason for the deviation in respect of the Company. Subject to the above restrictions, the authorisation may be used i.a. as payment of consideration when financing and executing corporate acquisitions or other business arrangements and investments, to expand the Company's ownership base, to develop capital structure, to secure the commitment of employees or in incentive schemes. Pursuant to the authorisation, class B shares held by the Company as treasury shares may also be sold in public trading organised by NASDAQ OMX Helsinki Ltd. It is proposed that 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 in 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 the authorization revokes all previous share issue authorizations given to the Board of Directors, except for the authorization given to the Board of Directors by the Annual General Meeting held on 13 March 2007 pursuant to which the Board of Directors may decide upon a directed bonus share issue concerning no more than 650,000 class B shares in order to execute the management's share remuneration scheme for years 2007-2009. 19. Authorization for the Board of Directors to decide on a directed issue of class B shares without payment to the Company and on a directed share issue in order to execute the new share-based incentive plan for the Oriola-KD Group's key personnel In addition to the authorizations presented above, the Board of Directors proposes that it be granted the following authorizations in order to execute the new share-based incentive plan for the Oriola-KD Group's key personnel: (i) The Board of Directors is authorized to decide on a share issue payment to the Company in one or more instalments. The maximum number of new class B shares to be issued under this authorization is 1,200,000, which represents of 0.79 % of all shares in the Company and 0.11 % of the total number of votes. The Board of Directors decides upon all other matters related to the issuing of class B shares. The purpose of the authorization is to enable the creation of own shares to be used in the new share-based incentive plan for the Oriola-KD Group's key personnel, as follows. (ii) In deviation from the shareholders' pre-emptive right, the Board of Directors is authorized to issue the Company's class B shares. The class B shares to be issued can be either new shares or own class B treasury shares. The total amount of the authorization is 1,200,000 class B shares. The share issue may be without payment. The Board of Directors may exercise this authorization in the share-based incentive plan of the Oriola-KD Group's key personnel. The incentive plan is a part of the remuneration scheme of the Group's key personnel. The incentive plan has three earning periods, i.e. the calendar years 2010, 2011 and 2012. The Board of Directors decides on the earnings criteria for the earnings period and on the targets to be established for the criteria at the beginning of each earning period. The potential reward from the plan for the earning period 2010 will be based on the Oriola-KD Group's earnings before interest and taxes (EBIT) and return on capital employed (ROCE) percentage. The Board of Directors has the possibility to change the earning criteria in the following earning periods. The shares concerned represent approximately 0.79 % of all shares in the Company and 0.11 % of the total number of votes. The Board of Directors decides upon all other matters related to share issues and incentive plan for the key personnel. Deciding upon a directed share issue without payment requires that there is a particularly weighty financial reason for the deviation in respect of the Company and taking into account the interest of all of its shareholders. The authorizations in accordance with this section shall be valid no longer than for four (4) years from the resolution of the Annual General Meeting. 20. Closing of the Meeting B. Documents of the Annual General Meeting The financial statements, the proposals of the Board of Directors presented to the Annual General Meeting as well as all other documents to be kept on view in accordance with the Finnish Companies Act are available to the shareholders on the Company's website at www.oriola-kd.com. Additionally, they will be available to the shareholders at the Annual General Meeting and in the Company's headquarters at Orionintie 5, 02200 Espoo. The annual report is available on the Company's website from 12 March 2010. A printed annual report is sent to shareholders only upon request. C. Instructions for the participants in the Annual General Meeting 1. The right to participate and registration Each shareholder who on the record date of the Annual General Meeting, Wednesday 24 March 2010, is registered in the shareholders' register held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the Company's shareholders' register. A shareholder who wants to participate in the Annual General Meeting shall register to the Company for the Meeting no later than on 30 March 2010 at 4 p.m. Finnish time. The notices of participation may be given from 8 March 2010 on the Company's website at www.oriola-kd.com by complying with the instructions given there, by telephone +358 10 684 1318 (between 1 p.m. and 3 p.m.) or by mail to Oriola-KD Corporation, Shareholder affairs, P.O. Box 8, 02101 Espoo. The notices given through the Internet or in writing must arrive before the expiry of the registration period. In connection with the registration, a shareholder shall give his/her name, personal identity number/business ID, contact information and the name of a possible assistant or proxy representative. 2. Proxy representative and powers of attorney A shareholder may exercise his/her rights at the Annual General 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 Annual General Meeting. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration. Possible proxy documents shall be delivered to the address mentioned above under section C.1 before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares is advised to request in good time in advance necessary instructions regarding the registration in the Company's shareholder register, issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be entered into the Company's temporary shareholder register no later than by 31 March 2010 at 10 a.m. 4. Other information On the date of the notice to the Annual General Meeting, the Company has in total 47,667,359 class A shares registered in the Trade Register, whose total number of votes is 953,347,180, and in total 103,590,469 class B shares, whose total number of votes is 103,590,469, making a combined total of 151,257,828 shares and 1,056,937,649 votes. Espoo, 8 March 2010 Oriola-KD Corporation Board of Directors Eero Hautaniemi President and CEO Thomas Heinonen General Counsel Distribution: NASDAQ OMX Helsinki Ltd. Principal media Published by: Oriola-KD Corporation Corporate Communications Orionintie 5 FI-02200 Espoo, Finland 02200 Espoo www.oriola-kd.com [HUG#1391636] |
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