Orava Asuntorahasto Oyj - Decisions of general meeting

DECISIONS OF THE ANNUAL GENERAL MEETING OF ORAVA RESIDENTIAL REIT PLC

Orava Residential REIT plc

Stock Exchange Release on 22 March 2016 at 12.30





DECISIONS OF THE ANNUAL GENERAL MEETING OF ORAVA RESIDENTIAL REIT PLC





Decisions of the Annual General Meeting

The Annual General Meeting of Orava Residential REIT plc was held in Helsinki
on 22 March 2016. The Meeting approved the consolidated financial statements
and the financial statements of the parent company and granted discharge from
liability to those accountable for the financial period 1 January 2015 - 31
December 2015. Discharge from liability was granted to following persons: 

Jouni Torasvirta, chairman of the board;

Peter Ahlström, member of the board;

Patrik Hertsberg, member of the board;

Mikko Larvala, member of the board;

Tapani Rautiainen, member of the board;

Veli Matti Salmenkylä, member of the board;

Timo Valjakka, member of the board; and

Pekka Peiponen, executive director

The dividends were approved in accordance with the Board of Director’s
proposal. The Board of Directors was authorised to decide on dividends per
share of no more than EUR 1.08 according to the following table. 

ISIN code     Dividend right   Shares (pcs) Dividend/y(€)   Total/y(€)

FI4000068614  100%             8,327,567    1.08 (at most)  8,993,772.36



A total of EUR 8,993,772.36, at maximum, can be paid as dividends. For each
instalment, the dividend to be paid quarterly is no more than EUR 0.27 per
share. 

The payment dates of the dividends are 4 April 2016, 30 June 2016, 30 September
2016 and 30 December 2016. The Board of Directors was authorised to decide on
the amount and payment of dividends quarterly within the above limits, provided
that the Company’s solvency is not endangered due to the distribution of
dividends. The Board of Directors was authorised to determine the record date
for the payment of dividend. 

The Annual General Meeting confirmed the remunerations to be paid to the
members of the Board of Directors as follows: chairman EUR 2,000 and members
EUR 1,200 per month, plus a meeting-specific fee of EUR 600 for the chairman
and EUR 300 for a member for each meeting. 

The number of members of the Board of Directors was confirmed as six. Mikko
Larvala, Tapani Rautiainen, Veli Matti Salmenkylä, Jouni Torasvirta, Timo
Valjakka and Patrik Hertsberg were re-elected. 

PricewaterhouseCoopers Oy, Authorised Public Accountants, with Tuomas
Honkamäki, Authorised Public Accountant, as the chief auditor, were elected as
the company’s auditor. 

Authorisation of the Board of Directors to decide on a share issue and the
issuance of option rights and other special rights entitling to shares 

The Annual General Meeting decided on granting a share issue authorisation and
authorisation to issue option rights and other special rights entitling to
shares to the Board of Directors so that, on the basis of the authorisation,
the Board of Directors may issue no more than 6,000,000 new shares in the
company which carry no right to dividends during 2016. On the basis of the
authorisation, the Board of Directors may use directed issues. Shares may be
issued in deviation from shareholders’ pre-emptive rights through a directed
issue if there is a weighty financial reason for it from the point of view of
the company, such as developing the company's capital structure or financing or
implementing transactions in shares in housing companies. The subscription
price of shares may be paid in cash or, instead of cash, in its entirety or
partly in subscriptions in kind. The authorisation will valid until the next
Annual General Meeting. The authorisation will repeal the previous
authorisation given on 19 March 2015. 

Amending the rules for real estate investment operations

The Annual General Meeting decided to amend the determination of the
performance-based management fee included in the third paragraph of section 11
of the rules for investment operations concerning the management fees and the
fees payable for the service in such a way that, as a performance-based
management fee, the Trust pays Orava Funds plc twenty per cent (20%) of the
Trust’s annual return exceeding the hurdle rate of seven per cent (7%)
(previously 6%). 

Due to amendments to the Finnish Real Estate Funds Act, the Annual General
Meeting decided to make a correction to the second paragraph of section 14 of
the rules concerning amendments to the rules for real estate investment
operations. According to said paragraph, amendments to the rules will enter
into force within one month from the date when the shareholders were notified
of the amendment by making the information public in accordance with section 10
of the rules concerning the Trust's disclosure obligation and the obligation to
disclose information relating to the Trust. 

The amended first sentence of the third paragraph of section 11 reads as
follows (amendment marked in bold): 

As a performance-based management fee, the Trust pays Orava Funds plc twenty
per cent (20%) of the Trust’s annual return exceeding the hurdle rate of seven
per cent (7%). The performance-based management fee is calculated on the basis
of earnings per share for the financial period and the number of shares at the
end of the financial period. 

The amended second paragraph of section 14 reads as follows:

The amendments to the rules will enter into force within one month from the
date when the shareholders were notified of the amendment by making the
information public in accordance with section 10 of the rules concerning the
Trust's disclosure obligation and the obligation to disclose information
relating to the Trust. 



Orava Residential REIT plc





Additional information:

Pekka Peiponen, CEO, tel. +358 (0)10 420 3104

Veli Matti Salmenkylä, CFO and administrative director, tel. +358 (0)10 420 3102