Resolutions Passed by Oriola-KD Corporation's Annual General Meeting
and by the Board of Directors
Oriola-KD Corporation Stock Exchange Release 16 April 2009 at 8.00
A. Meeting on 16 April 2009, Oriola-KD Corporation's Annual General
Meeting passed the following resolutions:
1. Adoption of financial statements and accounts, and discharge 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 31
2. 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 2008.
Dividend shall be paid to those who at the record date of 21 April
2009 are entered as a Company shareholder in the Company's
shareholder register kept by Euroclear Finland Ltd. (formerly Finnish
Central Securities Depository Ltd.) The date of payment of dividend
is 15 May 2009.
3. Number of Board members, composition of the Board and remuneration
of Board members
The AGM confirmed that the number of members of the Board shall be
seven (7). The following members were re-elected to the Board: Mr.
Harry Brade, Mr. Pauli Kulvik, Ms. Outi Raitasuo, Mr. Antti 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 remuneration will
paid in cash. The Chairman of the Board shall receive EUR 800 in
attendance fee for each meeting and the other Board members EUR 400.
Attendance fees shall also be paid correspondingly to members of the
Company's and the Board of Directors' Committees. The Chairman of the
Board shall further have a company-paid phone benefit. Travel
expenses shall be reimbursed in accordance with the Company's travel
4. Election and remuneration of auditor
The AGM re-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.
The auditor shall be reimbursed according to invoice.
5. Amendments to the Articles of Association
The AGM approved that articles 3, 4, 7, 9, 10 and 12 of the Articles
of Association be amended. The main content of the amendments are as
- references to minimum and maximum share capital in article 3 are
- the provisions of article 4, which concern the book-entry system,
are simplified and references to the record date procedure are
- the wording of article 7, which concerns the right to sign for the
Company, is changed to correspond to the terminology of the Companies
- references to a deputy auditor in article 9 are removed. After this
amendment, the Company has one auditor, which is a firm of authorised
- the wording of article 10, which concerns the Annual General
Meeting, is changed to correspond to the terminology of the Companies
Act and to the changes proposed to article 9 in relation to
references to a deputy auditor;
- the provision of article 12 concerning the Notice of Annual General
Meeting is changed in such a way that the Notice is to be delivered
at least 21 days prior to the Annual General Meeting.
6. The AGM authorised the Board to decide on acquiring Company's own
Class B shares
The Annual General Meeting authorised the Board 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 NASDAQ OMX
Helsinki Ltd at the time of the acquisition. The shares will be paid
for in accordance with the rules and regulations of NASDAQ OMX
Helsinki Ltd and Euroclear Finland Ltd.
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 17 March 2008 to decide on acquiring
Company's own Class B shares.
7. The AGM on authorised the Board to decide on a share issue of
Class B shares against payment
The Annual General Meeting authorised 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.
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 pre-emptive right of the shareholders through a directed
issue, provided that the Company has a weighty financial 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 NASDAQ OMX Helsinki Ltd.
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 invested unrestricted equity
reserves or in the share capital.
The authorisation remains in effect for a period of eighteen (18)
months from the decision of the Annual General Meeting.
Previous share issue authorisations granted to the Board earlier were
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 implement a share incentive scheme for management.
B. Resolutions of the meeting of the Board of Directors
1. In its meeting held after the Annual General Meeting, the Board of
Directors re-elected Mr. Antti Remes as Vice Chairman of the Board.
2. Compositions of the Board's 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
All members of the Board are independent of the company and its major
President and CEO
President and CEO
Tel. +358 10 429 2109
NASDAQ OMX Helsinki Oy