Oriola-KD Corporation stock exchange
release 16 February 2017 at 2.30 p.m.
The Board of Directors of Oriola-KD Corporation has today decided
to convene the Annual General Meeting of the Shareholders of
Oriola-KD Corporation on 14 March 2017. The below notice to the
meeting will be published on the company's web site at
www.oriola-kd.com on 16 February 2017.
NOTICE TO
ORIOLA-KD CORPORATION'S ANNUAL GENERAL MEETING 2017
Notice is given to the shareholders of Oriola-KD
Corporation to the Annual General Meeting to be held on Tuesday 14
March 2017 from 2.00 p.m. at the Helsinki Exhibition and Convention
Centre (address: Helsinki Exhibition and Convention Centre,
Congress Wing Entrance, Rautatieläisenkatu 3, 00520 Helsinki,
Finland). Reception of participants who have registered for the
meeting and distribution of voting tickets will commence at 12.30
p.m. Coffee is served after the meeting.
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 2016
- 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 EUR 0.14 per
share is paid on the basis of the balance sheet to be adopted in
respect of the financial year ending on 31 December 2016. According
to the proposal, the dividend would be paid to shareholders
registered in the company's shareholders' register held by
Euroclear Finland Ltd on the dividend record date 16 March 2017.
The Board of Directors proposes that the dividend is paid on 12
April 2017.
9. Resolution on the
discharge of the members of the Board of Directors and the CEO from
liability
10.
Resolution on the remuneration of the members of the Board of
Directors
The Nomination Committee of Oriola-KD Corporation has announced as
its recommendation that the following remunerations are 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
EUR 48,400, the fee for the term of office of the Vice Chairman of
the Board of Directors would be EUR 30,250, the fee for the term of
office of the Chairman of the Audit Committee 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
be paid in cash and 40 per cent would be used to acquire Oriola-KD
Corporation's class B-shares for the members of the Board of
Directors on the Nasdaq Helsinki Stock Exchange. The shares would
be acquired within two weeks from the release of the Interim Report
1 January-31 March 2017 of the company. The Chairman of the Board
of Directors would receive an attendance fee of EUR 1000 per
meeting and the other members would receive attendance fees of EUR
500 per meeting. Attendance fees would correspondingly also be paid
to the chairmen and members of Board and company committees. Travel
expenses would be compensated in accordance with the travel policy
of the company.
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 is confirmed as seven.
12. Election of the members of the Board
of Directors and Chairman
In accordance with the recommendation of the company's Nomination
Committee, the Board of Directors proposes to the Annual General
Meeting that, for the next term of office, current members of the
Board of Directors Anja Korhonen, Mariette Kristenson, Kuisma
Niemelä, Eva Nilsson Bågenholm, Lena Ridström, Staffan Simberg and
Anssi Vanjoki would be re-elected to the Board of Directors. Anssi
Vanjoki would be re-elected as 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-kd.com.
13.
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 would be paid according to invoice approved
by the company.
14.
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 PricewaterhouseCoopers
Oy, who has put forward authorised public accountant Ylva Eriksson
as principal auditor, would be elected as the auditor of the
company.
15. 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 covers a maximum of 5,650,000 Class A shares and
12,500,000 Class B shares representing approximately 10.00 per cent
of all shares in the company.
Shareholders'
pre-emptive rights and targeted issue
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
Nasdaq Helsinki Ltd.
Other terms and
validity
It is proposed that the authorisation includes the
right for the Board of Directors 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 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 given to the Board of Directors to the extent
that they have not been excersised, except for the authorisation
given to the Board of Directors by the Annual General Meeting held
on 20 March 2013, pursuant to which the Board of Directors may
decide upon directed share issues against or without payment
concerning no more than 1,715,000 class B shares in order to
execute the share-based incentive plan for the Oriola-KD Group's
executives and the share savings plan for the Oriola-KD Group's key
personnel.
16.
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
authorises 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 covers 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 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 Nasdaq Helsinki Ltd.
Other terms and
validity
It is proposed that the authorisation includes the right for the
Board of Directors 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 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 given to the Board of Directors except for
such granted to the Boad of Directors earlier during the meeting as
well as the authorisation given to the Board of Directors by the
Annual General Meeting held on 20 March 2013, pursuant to which the
Board of Directors may decide upon directed share issues against or
without payment concerning no more than 1,715,000 class B shares in
order to execute the share-based incentive plan for the Oriola-KD
Group's executives and the share savings plan for the Oriola-KD
Group's key personnel.
17.
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
authorizes the Board of Directors to decide on repurchasing 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 on the date of the notice
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.
Consideration to be paid for the shares and
targeted acquisition
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 price of class B shares
quoted on regulated market organised by the Nasdaq 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 repurchase 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.
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 own
shares shall remain in force for a period of not more than eighteen
(18) months from the decision of the Annual General
Meeting.
This authorisation revokes the authorisation given to the Board of
Directors by the Annual General Meeting on 14 March 2016 in respect
of the repurchase of the company's own class B shares.
18. Amendment of the
Articles of Association
The Board of Directors proposes that Article 1 of
the Articles of Association of the company is amended as follows:
the corporate name of the company is Oriola Oyj, Oriola Abp in
Swedish and Oriola Corporation in English.
After the
amendment, Article 1 of the Articles of Association would read as
follows:
"The corporate name of the company is Oriola Oyj, Oriola Abp in
Swedish and Oriola Corporation in English. The registered office of
the company shall be located in
Espoo.
19. Closing of the meeting
B. Documents of the General
Meeting
The proposals of
the Board of Directors to Annual General Meeting, the
recommendation by the Nomination Committee as well as this notice
are available on Oriola-KD Corporation's website at
www.oriola-kd.com. The financial statements, the report of the
board of directors and the auditor's report of Oriola-KD
Corporation are available on the above-mentioned website no later
than 21 February 2017. The proposals for decisions and the other
above-mentioned documents are also available at the Annual General
Meeting. Oriola-KD's annual report is published on the company's
website as of 20 February 2017. The minutes of the Annual General
Meeting will be published on the company's website on 28 March 2017
at the latest.
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 Euroclear Finland Ltd on the record date of the General Meeting
on Thursday, 2 March 2017, has the right to participate in the
General Meeting. A shareholder, whose shares are registered on
his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company.
A shareholder, who
intends to participate in the Annual General Meeting, shall
register for the meeting no later than on Thursday, 9 March 2017 at
4.00 p.m. Finnish time by giving prior notice of participation to
the company, which shall be received by the company no later than
on the above-mentioned date and time. Notice of participation is
requested to be made starting on 16 February 2017:
a) on the
company's website www.oriola-kd.com by following the instructions
given on the website;
b) by telephone
+358 20 770 6868 (Monday - Friday from 1.00 p.m. - 4.00 p.m.);
or
c) by regular mail
to Oriola-KD Corporation, Legal Affairs, P.O.Box 8, FI-02101 Espoo,
Finland.
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 or proxy representative and the personal
identification number of any proxy representative. The personal
details given to Oriola-KD Corporation are used only in connection
with the Annual General Meeting and for processing registrations
related to the meeting.
A shareholder,
his/her authorised representative or proxy representative shall,
where necessary, at the meeting be able to prove his/her identity
and/or right of representation.
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 on
the record date of the General Meeting, i.e. on Thursday, 2 March
2017, would be entitled to be registered in the shareholders'
register of the company held by Euroclear Finland Ltd. The right to
participate in the General Meeting requires, in addition, that the
shareholder on the basis of such shares has been registered into
the temporary shareholders' register held by Euroclear Finland Ltd
at the latest by Thursday, 9 March 2017 at 10.00 a.m. Finnish time.
As regards nominee registered shares, this constitutes due
registration for the General Meeting.
A holder of
nominee registered shares is 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 organization of the
custodian bank has to register a holder of nominee registered
shares, who wants to participate in the General Meeting,
temporarily into the shareholders' register of the company at the
latest by the time 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.
Possible proxy
documents should be delivered in originals to the address referred
to section C.1 above before the last 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.
On the date of the
notice to the Annual General Meeting, the company has in total
55,434,273 class A shares registered in the Trade Register, whose
total number of votes is 1,108,685,460, and in total 126,051,940
class B shares, whose total number of votes is 126,051,940, making
a combined total of 181,486,213 shares and 1,234,737,400 votes.
Espoo, 16 February 2017
Oriola-KD Corporation
Board of Directors
Eero Hautaniemi
President and CEO
Petter Sandström
General Counsel
Distribution:
Nasdaq Helsinki Ltd
Principal media
Published by:
Oriola-KD Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo, Finland
www.oriola-kd.com
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Oriola-KD Oyj via Globenewswire
Grafico Azioni Oakdene Homes (LSE:OKD)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Oakdene Homes (LSE:OKD)
Storico
Da Giu 2023 a Giu 2024