Notice of Annual General Meeting of Oriola-KD Corporation in 2008
Oriola-KD Corporation Stock Exchange Release 20 February 2008 at 2
Notice is hereby given that the Annual General Meeting of
Shareholders of Oriola-KD Corporation (the "Company") will be held on
Monday, 17 March 2008 at 5pm at Helsinki Fair Centre, address
Helsinki Fair Centre, Conference Wing, Messuaukio 1, 00520 Helsinki,
Finland. Registration commences on site at 3 p.m. Coffee will be
served after the meeting.
The following matters will be on the agenda of the Meeting:
1. Matters mentioned in Article 10 of the Articles of Association,
The number of members, composition and remuneration of the Board of
In accordance with the recommendation by the Company's Nomination
Committee, the Board proposes the following:
* The number of members of the Board shall be confirmed as seven
(7), and that Harry Brade, Pauli Kulvik, Outi Raitasuo, Antti
Remes, Olli Riikkala, Jaakko Uotila and Mika Vidgrén are
re-elected members of the Board. The Board proposes that Olli
Riikkala is elected Chairman of the Board.
* The remuneration to the Chairman of the Board shall be set at EUR
44,000 for the term of office, to the Vice Chairman at EUR 27,500
and to the other members of the Board at EUR 22,000. The
remuneration will paid no later than 1 April 2008. The Chairman
of the Board would receive EUR 800 in attendance fee for each
meeting and the other Board members EUR 400. Attendance fees
would also be paid to members of the Board's or the Company's
Committees. The Chairman of the Board would further have a phone
benefit. Travel expenses of all members of the Board of Directors
would be reimbursed in accordance with the Company's travel
Election and remuneration of auditors
In accordance with the Board's Audit Committee's recommendation, the
Board proposes that PricewaterhouseCoopers Oy, who have put forward
Heikki Lassila, Authorised Public Accountant, as principal auditor,
be elected auditor for the Company. Authorised Public Accountant Kaj
Wasenius would be elected deputy auditor.
The auditors would be reimbursed according to invoice.
2. Proposal of the Board of Directors to the AGM on authorising the
Board to decide on acquiring the Company's own Class B shares
The Board of Directors proposes that the Annual General Meeting
authorise it to decide on acquiring the Company's own Class B shares
on the following terms:
Maximum amount of shares to be acquired:
Pursuant to the authorisation, the Board may decide on acquiring a
maximum of fourteen million (14,000,000) of the Company's own Class B
shares, equivalent to approximately 9.9 percent of all shares of the
Company. The authorisation may only be exercised in a manner that
puts the amount of shares held by the Company and its subsidiary
entities at any given time at no more than one tenth (1/10) of all
shares of the Company.
Acquisition of shares and consideration payable:
The shares will be acquired in accordance with the decision taken by
the Board in a proportion other than that of the shares held by the
shareholders using funds belonging to the Company's unrestricted
equity at the market price of Class B shares on the OMX Nordic
Exchange (Helsinki) at the time of the acquisition. The shares will
be paid for in accordance with the rules and regulations of OMX
Nordic Exchange (Helsinki) and the Finnish Central Securities
The Board of Directors shall resolve upon the method of acquisition.
Among other means, derivatives may be utilised in acquiring the
Acquisition of the shares reduces the Company's distributable
Purpose of the share acquisition:
Shares may be acquired to develop the Company's capital structure, to
execute corporate acquisitions or other business arrangements, to
finance investments, for use as part of the Company's incentive
schemes or for being otherwise relinquished, held or cancelled.
Other terms and validity:
The Board shall decide on all other matters relating to the
acquisition of the Class B shares.
The authorisation to acquire shall remain in force for a period not
to exceed eighteen (18) months from the decision taken by the Annual
The authorisation revokes the authorisation granted to the Board by
the Annual General Meeting on 13 March 2007 to decide on acquiring
the Company's own Class B shares.
3. Proposal of the Board of Directors to the AGM on authorising the
Board to decide on a share issue of Class B shares against payment
The Board of Directors proposes that the Annual General Meeting
authorise the Board 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.
It is proposed that the authorisation concern a combined maximum of
twenty eight million (28,000,000) Class B shares in the Company,
which amount represents approximately 19.8 percent of all shares of
The authorisation to be granted to the Board includes the right to
derogate from the precedence of the shareholders through a directed
issue, provided that the Company has a persuasive economic reason for
this. 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, to develop
capital structure, to secure the commitment of employees or in
incentive schemes. Pursuant to the authorisation, Class B shares held
by the Company as treasury shares may also be sold in public trading
organised by the OMX Nordic Exchange.
It is proposed that 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
paid-up unrestricted equity reserves or in 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 previous share issue authorisations granted to
the Board earlier are revoked, with the exception of the
authorisation granted to the Board by the Annual General Meeting on
13 March 2007, pursuant to which the Board may decide on a directed
bonus issue of no more than 650,000 Class B shares to create a share
incentive scheme for management.
4. Payment of dividend
The Board proposes that the sum of EUR 0.08 per share be paid as
dividend on the basis of the balance sheet to be adopted for the
financial year ending 31 December 2007.
In the event that the Annual General Meeting accepts the Board's
proposal, dividend shall be paid to those who at the record date of
20 March 2008 are entered as a Company shareholder in the Company's
shareholder register kept by the Finnish Central Securities
Depository Ltd. The date of payment of dividend is 2 April 2008.
The documents required under the Companies Act are available as of 27
February 2008 on the Company's website at www.oriola-kd.com. Copies
of the documents will be sent to shareholders upon request. The
printed Annual Report is only sent to shareholders upon specific
Eligibility to attend the Annual General Meeting is vested in
shareholders who are registered by 7 March 2008 as shareholders in
the Company's shareholder register maintained by the Finnish Central
Securities Depository Ltd in the manner provided for in Chapter 4:2
of the Companies Act.
Shareholders wishing to attend the Annual General Meeting must notify
the Company of their intention to attend by Wednesday, 11 March 2008,
4 p.m. Finnish time either on the Company's website www.oriola-kd.com
by following the instructions given on the website, by phone to the
telephone number + 358 10 429 2756 (9 a.m. - 4 a.m. Finnish time), or
in writing addressed to Oriola-KD Corporation, Shareholder affairs,
P.O.Box 8, FIN-02101 Espoo, Finland. Notifications made via internet
or by letter must arrive at Oriola-KD Corporation before the expiry
of the above dead-line. Possible proxies are requested to be
submitted together with the registration.
Espoo, 20 February 2008
Board of Directors
President and CEO
OMX Nordic Stock Exchange Helsinki Oy