Resolutions Passed by Oriola-KD Corporation's Annual General Meeting
Oriola-KD Corporation Stock Exchange Release 17 March 2008 at 7.30
Meeting on March 17, 2008, Oriola-KD Corporation's Annual General
Meeting passed the following resolutions:
Adoption of financial statements and accounts and discharging from
The Annual General Meeting (AGM) adopted the financial statements and
accounts and discharged members of the Board of Directors and the
President and CEO from liability for the financial year ending
December 31, 2007.
Payment of dividend
The AGM approved that the sum of EUR 0.08 per share be paid as
dividend on the basis of the adopted balance sheet for the financial
year ending 31 December 2007.
Dividend shall be paid to those who at the record date of 20 March
2008 were 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.
Number and composition of members of the Board and their remuneration
The AGM confirmed that the number of members of the Board shall be
seven (7) and the following members were re-elected to the Board: Mr.
Harry Brade, Mr. Pauli Kulvik, Ms. Outi Raitasuo, Mr. Anti Remes, Mr.
Olli Riikkala, Mr. Jaakko Uotila and Mr. Mika Vidgrén. The AGM
re-elected Mr. Olli Riikkala Chairman of the Board.
The AGM approved that the remuneration to the Chairman of the Board
is EUR 44,000 for the term of office, to the Vice Chairman EUR 27,500
and to other members of the Board EUR 22,000. The Chairman of the
Board shall receive EUR 800 in attendance fee for each meeting and
other Board members EUR 400. Attendance fees shall also be paid
correspondingly to members of the Company and Board Committees. The
Chairman of the Board shall further have a company-paid phone
benefit. The travel expenses of all members of the Board of Directors
shall be reimbursed in accordance with the Company's travel
Election and remuneration of auditors
The AGM elected as auditor for the Company PricewaterhouseCoopers Oy,
an Authorised Public Accountant Firm, who have put forward Mr. Heikki
Lassila, Authorised Public Accountant as principal auditor.
Authorised Public Accountant, Mr. Kaj Wasenius was elected deputy
auditor. The auditors shall be reimbursed according to invoice.
Authorisation to the Board to decide on acquiring the Company's own
Class B shares
The Board of Directors was authorized by the AGM 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 AGM.
The authorisation revokes the authorisation granted to the Board by
the AGM on 13 March 2007 to decide on acquiring the Company's own
Class B shares.
Authorization to the Board to decide on a share issue of Class B
shares against payment
The Board of Directors was authorized by the AGM 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 concerns 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 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
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 will remain in effect for a period of eighteen (18)
months from the decision of the AGM.
Previous share issue authorisations granted to the Board earlier were
revoked, with the exception of the authorisation granted to the Board
by the AGM 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.
Resolutions of the meeting of the Board of Directors
In its meeting held after the Annual General Meeting, the Board of
Directors re-elected Mr. Antti Remes as Vice Chairman of the Board.
Compositions of the Audit Committee and the Compensation Committee
were confirmed as follows:
The Audit Committee
Mr. Antti Remes, Chairman
Mr. Harry Brade
Ms. Outi Raitasuo
Mr. Mika Vidgrén
The Compensation Committee
Mr. Olli Riikkala, Chairman
Mr. Pauli Kulvik
Mr. Jaakko Uotila
President and CEO
President and CEO
Tel. +358 10 429 2109
OMX Nordic Exchange Helsinki Oy