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2013-03-20 19:30:00 CET 2013-03-20 19:30:29 CET REGULATED INFORMATION Oriola-KD Oyj - Decisions of general meetingResolutions of the Annual General Meeting of Oriola-KD Corporation and the decisions of the constitutive meeting of the Board of DirectorsOriola-KD Corporation's Stock Exchange Release 20 March 2013 at 8.30 p.m. A. Oriola-KD Corporation's Annual General Meeting held on 20 March 2013 passed the following resolutions: 1. Adoption of the financial statements and discharge from liability The AGM adopted the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year ending 31 December 2012. 2. Payment of dividend The AGM resolved that a dividend of EUR 0.05 per share shall be paid on the basis of the balance sheet adopted for the financial year ending 31 December 2012. The dividend is paid to shareholders registered in the company's shareholders register held by Euroclear Finland Ltd on the dividend record date 25 March 2013. The payment date of the dividend is 12 April 2013. 3. Return of equity In accordance with the proposal of the Board of Directors, the AGM resolved that EUR 0.04 per share shall be distributed from the other reserves of the unrestricted equity as repayment of equity on the basis of the balance sheet adopted in respect of the financial year ending on 31 December 2012. The repayment of equity is paid to shareholders registered in the company's shareholders' register held by Euroclear Finland Ltd on the record date 25 March 2013. The payment date is 12 April 2013. 4. The composition and fees of the members of the Board of Directors The AGM confirmed that the Board of Directors is composed of six members. Current members of the Board of Directors, Mr Jukka Alho, Mr Harry Brade, Mr Per Båtelson, Ms Outi Raitasuo and Mr Mika Vidgrén were re-elected to the Board of Directors. Mr Karsten Slotte was elected new member of the Board of Directors. Mr Jukka Alho was elected Chairman of the Board of Directors. The AGM confirmed that the fee for the term of office of the Chairman of the Board of Directors is EUR 48,400, the fee for the term of office of the Vice Chairman of the Board of Directors and for the Chairman of the Board's Audit Committee is EUR 30,250 and the fee for the term of office of other members of the Board of Directors is EUR 24,200. Of the annual fee, 60 per cent shall be paid in cash and 40 per cent shall be used to acquire Oriola-KD Corporation's class B shares for the Board members on the NASDAQ OMX Helsinki Stock Exchange within two weeks from the release of the Interim Report 1 January - 31 March 2013 of the company. The Chairman of the Board of Directors receives an attendance fee of EUR 800 per meeting and the other members EUR 400 per meeting. Attendance fees are correspondingly also paid to the members of Board and company committees. Travel expenses are compensated in accordance with the travel policy of the company. 5. Election of auditor and resolution on the auditor's fees PricewaterhouseCoopers Oy, who has put forward authorised public accountant Mr Heikki Lassila as principal auditor, was re-elected as the auditor of the company. The auditor's fees shall be paid according to invoice approved by the company. 6. Authorisation for the Board of Directors to decide on the repurchase of the company's own class B shares In accordance with the proposal of the Board of Directors, the AGM authorized the Board of Directors to decide on repurchasing of the company's own class B shares. The authorisation entitles the Board of Directors to decide on the repurchase of no more than fifteen million (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. 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 market price of class B shares quoted on regulated market organized by 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 acquisition 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. According to the authorisation, the Board of Directors decides on all other matters related to the repurchase of class B shares. The authorisation to repurchase own shares is in force for a period of not more than eighteen (18) months from the decision of the AGM. This authorisation revokes the authorisation given to the Board of Directors by the AGM on 26 March 2012 in respect of repurchase of the company's own class B shares. 7. Authorisation for the Board of Directors to decide on the issuance of class B shares against payment In accordance with the proposal of the Board of Directors, the AGM authorized 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. The authorisation covers a combined maximum of thirty million (30,000,000) class B shares of the company, representing currently approximately 19.83 per cent of all shares in the company. 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. as payment of consideration when financing and executing corporate acquisitions or other business arrangements and investments, to expand the company's ownership base or to develop the capital structure. Pursuant to the authorisation, class B shares held by the Company as treasury shares may also be sold on regulated market organised by NASDAQ OMX Helsinki Ltd. 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 to the share capital. The authorisation is in effect for a period of eighteen (18) months from the decision of the AGM. The authorisation revokes all previous share issue authorisations given to the Board of Directors to the extent that they have not been exercised. 8. Authorization for the Board of Directors to decide on the issuance of class B shares without payment to the Company and on a directed share issue of class B shares in order to execute the new share-based incentive plan for Oriola-KD Group's executives and the share savings plan for Oriola-KD Group's key personnel In addition to the authorizations presented above, the Board of Directors was 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 was authorized to decide on a share issue without payment to the Company in one or more instalments. The maximum number of new class B shares to be issued under this authorization is 1,715,000, which represents of 1.13 % of all shares in the Company. 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 the new share-based incentive plan for Oriola-KD Group's executives and the share savings plan for Oriola-KD Group's key personnel, as follows. (ii) In deviation from the shareholders' pre-emptive right, the Board of Directors was authorized to issue the Company's class B shares in one or more instalments. 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 1,715,000 class B shares. The share issue may be without payment. The shares concerned represent approximately 1.13 % of all shares in the Company. The Board of Directors may exercise this authorization in the new share-based incentive plan for Oriola-KD Group's executives and in the planned share savings plan for Oriola-KD Group's key personnel. 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 authorization revokes all other share issue authorisations granted to the Board of Directors with the exception of those decided earlier during this Annual General Meeting. The authorizations in accordance with this section shall be valid no longer than for five (5) years from the resolution of the Annual General Meeting. B. Decisions of the constitutive meeting of the Board of Directors 1. In its constitutive meeting convening after the AGM, the Board of Directors of Oriola-KD Corporation elected Ms Outi Raitasuo as Vice Chairman of the Board of Directors. The Board appointed from among its members the following members to the Board's Audit Committee and Remuneration Committee: Audit Committee: Ms Outi Raitasuo, Chairman Mr Harry Brade Mr Karsten Slotte Mr Mika Vidgrén Remuneration Committee: Mr Jukka Alho, Chairman Mr Per Båtelson Mr Harry Brade The members to the company's Nomination Committee are elected later in accordance with the charter of the Nomination Committee. The Board of Directors has assessed the independence of the members of the Board of Directors, and determined that all members of the Board of Directors are independent of the company and its significant shareholders. Oriola-KD Corporation Eero Hautaniemi President and CEO Petter Sandström General Counsel For further information, please contact: Eero Hautaniemi President and CEO Tel: +358 10 429 2109 E-mail: eero.hautaniemi@oriola-kd.com Distribution: NASDAQ OMX Helsinki Ltd. Key media Released by: Oriola-KD Corporation Corporate Communications Orionintie 5 FI-02200 Espoo, Finland www.oriola-kd.com [HUG#1686874] |
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