Resolutions of the Annual General Meeting of
A.
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 CEOs from liability for the financial year ending
2. Payment of dividend
The AGM resolved that a dividend of
3. The composition and fees of the members of the Board of Directors
The AGM confirmed that the Board of Directors is composed of seven members. Current members of the Board of Directors Nina Mähönen, Yrjö Närhinen, Ellinor Persdotter Nilsson, Harri Pärssinen and
The AGM confirmed that the fee for the term of office of the Chairman of the Board of Directors is
4. Election of auditor and resolution on the auditor's fees
Authorised Public Accountants KPMG Oy Ab, who has put forward authorised public accountant
5. Election of sustainability reporting assurer
Authorised Public Accountants KPMG Oy Ab was elected as the sustainability reporting assurer of the company. The fees of the company's sustainability reporting assurer shall be paid according to invoice approved by the company.
6. Amendment to the company's Articles of Association
The AGM resolved to amend the Article 10 of the company's Articles of Association concerning general meetings of shareholders by supplementing it with an addition regarding remote meetings. According to the addition, a general meeting of shareholders could, subject to a decision by the Board of Directors, be organised without a physical venue so that the shareholders could exercise their decision-making powers during the meeting in full and in real time by means of a telecommunications link and a technical instrument (remote meeting).
7. Amendment to the Rules of Procedure of the company's Shareholders' Nomination Board
The AGM resolved to amend the Rules of Procedure of the company's Shareholders' Nomination Board in accordance with the proposal of the Shareholders' Nomination Board.
8. Authorisation for the Board of Directors to decide on the issuance of shares against payment
In accordance with the proposal of the Board of Directors, the AGM authorised 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. The authorisation covers 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.
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
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.
9. 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 authorised 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 18,000,000 class B shares of the company, representing approximately 9.92 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 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
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 except for such given earlier during the Annual General Meeting.
10. Authorisation 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 share-based incentive plan for Oriola Group's executives and the share savings plan for Oriola Group's key personnel
In addition to the authorisations presented above, the Board of Directors was granted the following authorisations in order to execute the share-based incentive plan for the Oriola Group's key personnel and the share savings plan for the
(i) The Board of Directors was authorised 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 authorisation is 250,000, which represents of 0.14 per cent 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 authorisation is to enable the creation of own shares to be used in the new share-based incentive plan for Oriola Group's executives and the share savings plan for Oriola Group's key personnel, as follows.
(ii) In deviation from the shareholders' pre-emptive right, the Board of Directors was authorised 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 authorisation is 250,000 class B shares. The share issue may be without payment. The shares concerned represent approximately 0.14 per cent of all shares in the Company. The Board of Directors may exercise this authorisation in the share-based incentive plan for Oriola Group's executives and in the share savings plan for Oriola 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 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 eighteen (18) months from the decision of the AGM.
11. 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 authorised 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 18,000,000 own class B shares representing 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 a price formed in trading on regulated market on the date of the repurchase or otherwise at a price formed on the market. 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
B. Decisions of the constitutive meeting of the Board of Directors
In its constitutive meeting convening after the AGM, the Board of Directors of
The Board appointed from among its members the following members to the Board's Audit Committee and
Audit Committee:
Harri Pärssinen (Chairman),
Yrjö Närhinen (Chairman),
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.
Petter Sandström
General Counsel
Further information:
Petter Sandström
General Counsel
tel. +358 10 429 5761
e-mail: petter.sandstrom@oriola.com
VP, Communications and Sustainability
tel. +358 40 776 2314
email: mikael.wegmuller@oriola.com
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