Resolutions of the Annual General Meeting of Oriola Corporation and the decisions of the constitutive meeting of the Board of Directors
Oriola Corporation's Stock Exchange Release 19 March 2024 at 7.00 p.m.
Resolutions of the Annual General Meeting of Oriola Corporation and the decisions of the constitutive meeting of the Board of Directors
A. Oriola Corporation's Annual General Meeting held on 19 March 2024 passed the following resolutions:
1. Adoption of the financial statements and discharge from liability
The AGM adopted the financial statements and discharged the members of the Board of Directors and the President and CEOs from liability for the financial year ending 31 December 2023.
2. Payment of dividend
The AGM resolved that a dividend of EUR 0.07 per share shall be paid on the basis of the balance sheet adopted for the financial year ending 31 December 2023. The dividend is paid to shareholders registered in the company's shareholders register held by Euroclear Finland Ltd on the dividend record date 21 March 2024. The payment date of the dividend is 11 April 2024.
3. The composition and fees of the members of the Board of Directors
The AGM confirmed that the Board of Directors is composed of seven members. Current members of the Board of Directors Nina Mähönen, Yrjö Närhinen, Ellinor Persdotter Nilsson, Harri Pärssinen and Heikki Westerlund were re-elected to the Board of Directors and Petra Axdorff and Ann Carlsson Meyer were elected as new members of the Board of Directors. Heikki Westerlund was re-elected as Chairman of the Board of Directors.
The AGM confirmed that the fee for the term of office of the Chairman of the Board of Directors is EUR 70,000, the fee for the term of office of the Vice Chairman of the Board of Directors and for the Chairman of the Board's Audit Committee is EUR 40,000 and the fee for the term of office of other members of the Board of Directors is EUR 33,500. Of the annual fee, 60 per cent shall be paid in cash and 40 per cent shall be used to acquire Oriola Corporation's class B shares for the Board members on the Nasdaq Helsinki Stock Exchange within two weeks from the release of the Interim Report 1 January - 31 March 2024 of the company. The Chairman of the Board of Directors receives an attendance fee of EUR 1,000 per meeting for meetings of the Board of Directors held in the Chairman’s home country and EUR 2,000 for meetings of the Board of Directors held elsewhere and the other members of the Board of Directors receive attendance fees of EUR 500 per meeting for meetings held in the home country of the respective member of the Board of Directors and EUR 1,000 for meetings held elsewhere. Attendance fees are correspondingly also paid to the Chairman and members of company committees. Travel expenses are compensated in accordance with the travel policy of the company.
4. Election of auditor and resolution on the auditor's fees
Authorised Public Accountants KPMG Oy Ab, who has put forward authorised public accountant Kirsi Jantunen as principal auditor, was re-elected as the auditor of the company. The auditor's fees shall be paid according to invoice approved by the company.
5. Election of sustainability reporting assurer
Authorised Public Accountants KPMG Oy Ab was elected as the sustainability reporting assurer of the company. The fees of the company’s sustainability reporting assurer shall be paid according to invoice approved by the company.
6. Amendment to the company’s Articles of Association
The AGM resolved to amend the Article 10 of the company's Articles of Association concerning general meetings of shareholders by supplementing it with an addition regarding remote meetings. According to the addition, a general meeting of shareholders could, subject to a decision by the Board of Directors, be organised without a physical venue so that the shareholders could exercise their decision-making powers during the meeting in full and in real time by means of a telecommunications link and a technical instrument (remote meeting).
7. Amendment to the Rules of Procedure of the company’s Shareholders’ Nomination Board
The AGM resolved to amend the Rules of Procedure of the company’s Shareholders’ Nomination Board in accordance with the proposal of the Shareholders’ Nomination Board.
8. Authorisation for the Board of Directors to decide on the issuance of shares against payment
In accordance with the proposal of the Board of Directors, the AGM authorised 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. The authorisation covers a maximum of 5,500,000 Class A shares and 12,500,000 Class B shares representing approximately 9.92 per cent of all shares in the company.
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. 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 in effect for a period of eighteen (18) months from the decision of the AGM. The authorisation revokes all previous share issue authorisations given to the Board of Directors.
9. Authorisation for the Board of Directors to decide on the issuance of class B shares against payment
In accordance with the proposal of the Board of Directors, the AGM authorised 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. The authorisation covers a combined maximum of 18,000,000 class B shares of the company, representing approximately 9.92 per cent of all shares in the company.
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. 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 to the share capital.
The authorisation is in effect for a period of eighteen (18) months from the decision of the AGM. The authorisation revokes all previous share issue authorisations given to the Board of Directors except for such given earlier during the Annual General Meeting.
10. Authorisation for the Board of Directors to decide on the issuance of class B shares without payment to the Company and on a directed share issue of class B shares in order to execute the share-based incentive plan for Oriola Group's executives and the share savings plan for Oriola Group's key personnel
In addition to the authorisations presented above, the Board of Directors was granted the following authorisations in order to execute the share-based incentive plan for the Oriola Group's key personnel and the share savings plan for the Oriola Group’s key personnel:
(i) The Board of Directors was authorised to decide on a share issue without payment to the Company in one or more instalments. The maximum number of new class B shares to be issued under this authorisation is 250,000, which represents of 0.14 per cent of all shares in the Company.
The Board of Directors decides upon all other matters related to the issuing of class B shares.
The purpose of the authorisation is to enable the creation of own shares to be used in the new share-based incentive plan for Oriola Group's executives and the share savings plan for Oriola Group's key personnel, as follows.
(ii) In deviation from the shareholders' pre-emptive right, the Board of Directors was authorised to issue the Company's class B shares in one or more instalments. The class B shares to be issued can be either new shares or own class B treasury shares. The total amount of the authorisation is 250,000 class B shares. The share issue may be without payment. The shares concerned represent approximately 0.14 per cent of all shares in the Company. The Board of Directors may exercise this authorisation in the share-based incentive plan for Oriola Group's executives and in the share savings plan for Oriola Group's key personnel.
The Board of Directors decides upon all other matters related to share issues and incentive plan for the key personnel.
Deciding upon a directed share issue without payment requires that there is a particularly weighty financial reason for the deviation in respect of the Company and taking into account the interest of all of its shareholders.
The authorisation revokes all other share issue authorisations granted to the Board of Directors with the exception of those decided earlier during this Annual General Meeting.
The authorisations in accordance with this section shall be valid eighteen (18) months from the decision of the AGM.
11. Authorisation for the Board of Directors to decide on the repurchase of the company's own class B shares
In accordance with the proposal of the Board of Directors, the AGM authorised the Board of Directors to decide on repurchasing of the company's own class B shares. The authorisation entitles the Board of Directors to decide on the repurchase of no more than 18,000,000 own class B shares representing 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.
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 a price formed in trading on regulated market on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. The acquisition 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.
According to the authorisation, the Board of Directors decides on all other matters related to the repurchase of class B shares. The authorisation to repurchase own shares is in force for a period of not more than eighteen (18) months from the decision of the AGM. This authorisation revokes the authorisation given to the Board of Directors by the AGM on 21 March 2023 in respect of repurchase of the company's own class B shares.
B. Decisions of the constitutive meeting of the Board of Directors
In its constitutive meeting convening after the AGM, the Board of Directors of Oriola Corporation elected Harri Pärssinen as Vice Chairman of the Board of Directors.
The Board appointed from among its members the following members to the Board's Audit Committee and Compensation and Human Resources Committee:
Audit Committee:
Harri Pärssinen (Chairman), Petra Axdorff and Nina Mähönen
Compensation and Human Resources Committee:
Yrjö Närhinen (Chairman), Ann Carlsson Meyer, Ellinor Persdotter Nilsson and Heikki Westerlund
The Board of Directors has assessed the independence of the members of the Board of Directors, and determined, that all members of the Board of Directors are independent of the company and its significant shareholders.
Oriola Corporation
Petter Sandström
General Counsel
Further information:
Petter Sandström
General Counsel
tel. +358 10 429 5761
e-mail: petter.sandstrom@oriola.com
Mikael Wegmüller
VP, Communications and Sustainability
tel. +358 40 776 2314
email: mikael.wegmuller@oriola.com
Distribution:
Nasdaq Helsinki Ltd
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Oriola Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo, Finland
www.oriola.com