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Notice of Annual General Meeting of Oriola-KD Corporation in 2008
20.2.2008
Oriola-KD Corporation Stock Exchange Release 20 February 2008 at 2 p.m. 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, including: The number of members, composition and remuneration of the Board of Directors 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 policy. 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 Depository (APK). The Board of Directors shall resolve upon the method of acquisition. Among other means, derivatives may be utilised in acquiring the shares. Acquisition of the shares reduces the Company's distributable unrestricted equity. 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 General Meeting. 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 Company. 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. Documents 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 request. Advance notification 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 Oriola-KD Corporation Board of Directors Oriola-KD Corporation Eero Hautaniemi President and CEO Henry Haarla General Counsel Distribution: OMX Nordic Stock Exchange Helsinki Oy Main media Publish: Oriola-KD Corporation Corporate Communications Orionintie 5 02200 Espoo www.oriola-kd.com