Oriola Corporation Stock Exchange Release
The Board of Directors of
NOTICE TO ORIOLA CORPORATION'S ANNUAL GENERAL MEETING 2020
Notice is given to the shareholders of
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 2019
- 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 that a dividend of
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Adoption of the Remuneration Policy for governing bodies
11. Resolution on the remuneration of the members of the Board of Directors
The Nomination Board proposes that the following remunerations be 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
12. Resolution on the number of members of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors remain unchanged and be confirmed as seven.
13. Election of the members of the Board of Directors and Chairman
The Nomination Board proposes to the Annual General Meeting that, for the next term of office, current members of the Board of Directors
Current chairman of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that, for the next term of office, Panu Routila would be elected as a new member to the Board of Directors.
Panu Routila (b. 1964, Finnish citizen,
Panu Routila would be elected new 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.com.
14. 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 be paid according to an invoice approved by the company.
15. 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 Authorised Public Accountants KPMG Oy Ab, who has put forward Authorised Public Accountant
16. Forfeiture of the shares entered in a joint book-entry account and of the rights attached to such shares
The shares of
The Board of Directors proposes that the Annual General Meeting decides, in accordance with Chapter 3, Section 14 a, subsection 3 of the Finnish Companies Act, on the forfeiture of the rights to all the shares entered in the joint account as well as the rights attached to such shares.
The forfeiture would concern, under Chapter 3, Section 14 a, subsection 3 of the Finnish Companies Act, the rights to all such
On
If the Annual General Meeting resolves on the forfeiture of the shares on the Joint Account and of the rights attached to such shares, such shares become treasury shares. The provisions of the Finnish Companies Act on treasury shares apply to the forfeited shares and the company may keep the shares in its possession or cancel or transfer them in accordance with the provisions of the Finnish Companies Act.
17. 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 cover a maximum of 5,500,000 Class A shares and 12,500,000 Class B shares representing approximately 9.92 per cent of all shares in the company.
Shareholders' pre-emptive rights and targeted issue
The authorisation granted 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 of the company. Pursuant to the authorisation, shares held by the company as treasury shares may also be sold through trading on the regulated market organised by Nasdaq Helsinki Ltd.
Other terms and validity
It is proposed that the authorisation include the right for the Board of Directors to decide on the terms of the share issue in the manner 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 revoke all previous share issue authorisations given to the Board of Directors to the extent that they have not been excersised.
18. 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 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 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 cover a combined maximum of 18,000,000 of the company's own Class B shares, representing approximately 9.92 per cent of all shares in the company.
Shareholders' pre-emptive rights and targeted issue
The authorisation granted 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 the regulated market organised by
Other terms and validity
It is proposed that the authorisation include the right for the Board of Directors to decide on the terms of the share issue in the manner 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 granted to the Board of Directors to the extent that they have not been exercised and with the exception of authorisations granted to the Boad of Directors earlier during the meeting.
19. Authorising 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 share-based incentive plan for the
In addition to the authorisations presented above, the Board of Directors proposes that it be granted the following authorisations in order to execute the share-based incentive plan for the
(i) Share issue without payment to the company
The Board of Directors is authorised to decide on a share issue without payment to the company in one or more issues. The maximum number of the company's new Class B shares to be issued under this authorisation is 250,000, representing approximately 0.14 per cent of all shares in the company.
Other terms and purpose of the authorisation
The Board of Directors decides upon all other matters related to the issuing of Class B shares.
The purpose of the authorisation is to enable the creation of own shares to be used in the share-based incentive plan for the
(ii) Directed share issue
In deviation from the shareholders' pre-emptive right, the Board of Directors is authorised to issue the company's Class B shares in one or more issues. The authorisation granted 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. The Class B shares to be issued can be either new shares or own Class B treasury shares. The total number of shared to be issued under the authorisation is 250,000 Class B shares. The share issue may be without payment.
Purpose of the authorisation
The Board of Directors may exercise the authorisation in the share-based incentive plan for the
Other terms and validity
The Board of Directors decides upon all other matters related to the share issues, the executives' incentive plan, and the key personnel's share savings plan. 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 that the interest of all of its shareholders is taken into account.
The proposed authorisation 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 authorisations in accordance with this section shall be valid for no longer than eighteen (18) months from the resolution of the Annual General Meeting.
20. 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 authorise the Board of Directors to decide on the repurchase of 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 18,000,000 of the company's own Class B shares, which represent 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 at each time be in the possession of the company and its subsidiaries.
Consideration to be paid for the shares and targeted acquisition
Shares may also be repurchased in accordance with the resolution of the Board of Directors in a proportion other than that in which the shares are owned by the shareholders, using funds belonging to the company's unrestricted equity and at the price of the Class B shares quoted on the regulated market organised by
The 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 the company's own shares shall remain in force for a period of not more than eighteen (18) months from the resolution of the Annual General Meeting.
This authorisation revokes the authorisation granted to the Board of Directors by the Annual General Meeting on
21. Closing of the meeting
B. Documents of the General Meeting
The proposals of the Board of Directors and the Nomination Board to the Annual General Meeting, as well as this notice are available on
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
A shareholder who intends to participate in the Annual General Meeting, shall register for the meeting no later than on Thursday,
a) on the company's website at www.oriola.com by following the instructions given on the website;
b) by telephone +358 20 770 6868 (Monday - Friday from
c) by regular mail to
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, proxy representative, or legal representative as well as the personal identification number of any proxy representative, or legal representative. The personal details given to
A shareholder or his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the meeting.
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 would be entitled, on the record date of the General Meeting, i.e. Thursday,
Holders of nominee-registered shares are 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 organisation of the custodian bank shall register a holder of nominee registered shares who wants to participate in the General Meeting, temporarily in the shareholders' register of the company at the latest by the deadline 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.
Any proxy documents shall be delivered as originals to the address referred to in Section C. 1. above before the due 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.
Shareholders are encouraged to use public transport to arrive to the General Meeting. Participants can park at the
On the date of the notice to the Annual General Meeting, the company has in total 55,127,313 Class A shares registered in the
Espoo,
Board of Directors
Petter Sandström
General Counsel
Distribution:
Principal media
Published by:
Corporate Communications
Orionintie 5
FI-02200 Espoo,
www.oriola.com
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