Oriola-KD Corporation's Stock Exchange Release 14
March 2017 at 17.00.
Resolutions of the Annual General
Meeting of Oriola-KD Corporation and the decisions of the
constitutive meeting of the Board of Directors
A. Oriola-KD Corporation's Annual General Meeting
held on 14 March 2017 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 CEO from liability for the financial year ending 31 December
2016.
2. Payment of dividend
The AGM resolved that a dividend of EUR 0.14 per
share shall be paid on the basis of the balance sheet adopted for
the financial year ending 31 December 2016. The dividend is paid to
shareholders registered in the company's shareholders register held
by Euroclear Finland Ltd on the dividend record date 16 March 2017.
The payment date of the dividend is 12 April 2017.
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 Anja Korhonen, Mariette Kristenson, Kuisma Niemelä, Eva
Nilsson Bågenholm, Lena Ridström, Staffan Simberg and Anssi Vanjoki
were re-elected to the Board of Directors. Anssi Vanjoki was
re-elected 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 48,400, 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 30,250 and the fee for the term of office of other members of
the Board of Directors is EUR 24,200. Of the annual fee, 60 per
cent shall be paid in cash and 40 per cent shall be used to acquire
Oriola-KD 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 2017 of the company. The
Chairman of the Board of Directors receives an attendance fee of
EUR 1000 per meeting and the other members EUR 500 per meeting.
Attendance fees are correspondingly also paid to the chairmen and
members of Board and 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
PricewaterhouseCoopers Oy, who has put forward authorised public
accountant Ylva Eriksson as principal auditor, was elected as the
auditor of the company. The auditor's fees shall be paid according
to invoice approved by the company.
5. 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 5,650,000 Class A shares and 12,500,000 Class B shares
representing approximately 10.00 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 authorization is in effect for a period of
eighteen (18) months from the decision of the Annual General
Meeting. The authorisation revokes all previous share issue
authorisations given to the Board of Directors except for the
authorisation given to the Board of Directors by the Annual General
Meeting held on 20 March 2013, pursuant to which the Board of
Directors may decide upon directed share issues against or without
payment concerning no more than 1,715,000 class B shares in order
to execute the share-based incentive plan for the Oriola-KD Group's
executives and the share savings plan for the Oriola-KD Group's key
personnel.
6. 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 authorized 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 and the authorisation given to
the Board of Directors by the Annual General Meeting held on 20
March 2013, pursuant to which the Board of Directors may decide
upon directed share issues against or without payment concerning no
more than 1,715,000 class B shares in order to execute the
share-based incentive plan for the Oriola-KD Group's executives and
the share savings plan for the Oriola-KD Group's key personnel.
7. 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 authorized 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 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 the market
price of class B shares quoted on regulated market organized by
NASDAQ Helsinki Ltd or otherwise established on the market at the
time of the repurchase. 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 14 March 2016 in
respect of repurchase of the company's own class B shares.
8. Amendment of the Articles of Association
The AGM resolved to amend Article 1 of the
company's Articles of Association in accordance with the proposal
of the Board of Directors as follows: the corporate name of the
company is Oriola Oyj, Oriola Abp in Swedish and Oriola Corporation
in English.
After the amendment, Article 1 of the Articles of
Association shall read as follows:
"The corporate name of the company is Oriola Oyj, Oriola Abp in
Swedish and Oriola Corporation in English. The registered office of
the company shall be located in
Espoo."
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-KD Corporation elected Eva
Nilsson Bågenholm, 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 Remuneration
Committee:
Audit Committee:
Anja Korhonen, Chairman
Kuisma Niemelä
Staffan Simberg
Remuneration Committee:
Eva Nilsson Bågenholm, Chairman
Mariette Kristenson
Lena Ridström
The members to the company's Nomination Committee
are elected later in accordance with the charter of the Nomination
Committee.
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-KD Corporation
Eero Hautaniemi
President and CEO
Petter Sandström
General Counsel
For further information, please contact:
Eero Hautaniemi
President and CEO
Tel: +358 10 429 2109
E-mail: eero.hautaniemi@oriola-kd.com
Distribution:
NASDAQ Helsinki Ltd.
Principal media
Published by:
Oriola-KD Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo, Finland
www.oriola-kd.com
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Oriola-KD Oyj via Globenewswire
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