Oriola Corporation Stock Exchange Release
Notice to Oriola Corporation's Annual General Meeting 2024
Notice is given to the shareholders of
Shareholders can exercise their voting rights also by voting in advance. In addition, it is possible to follow the Annual General Meeting online via webcast. For further instructions, please refer to Section C "Instructions for the Participants of the Annual General Meeting" of this notice.
A. Matters on the Agenda of the Annual General Meeting
Information and proposals concerning the formal organisational matters in agenda items 1 to 5 are included in a separate organisational document published on the Company's website at www.oriola.com, which document also constitutes a part of this notice. The document will be supplemented at the meeting with such information that is not available before the Annual General Meeting.
At the Annual General Meeting, the following matters will be considered:
- Opening of the Annual General Meeting
- Calling the Annual General Meeting to order
- Election of persons to scrutinise the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor's report for the year 2023
Review by the President and CEO.
- Adoption of the financial statements and the consolidated financial statements
- Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of
- Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
- Presentation of the Remuneration Report for governing bodies
The Company's Remuneration Report for governing bodies will be published by way of a stock exchange release, and it is available on the Company's website at www.oriola.com on
The Board of Directors proposes to the Annual General Meeting that it approves, through an advisory resolution, the Company's Remuneration Report for governing bodies.
- Resolution on the remuneration of the members of the Board of Directors
The Nomination Board proposes that the remunerations would be paid to the members of the Board of Directors as follows:
The fee for the term of office of the Chairman of the Board of Directors would be
- Resolution on the number of members of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors would be confirmed as seven (7).
However, should any number of the candidates proposed by the
- Election of members of the Board of Directors and Chairman
The Nomination Board proposes to the Annual General Meeting that, for the next term of office, current members of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that, for the next term of office,
Should any of the candidates presented above for any reason not be available for election to the Board of Directors, the remaining available candidates are proposed to be elected in accordance with the proposal by the Nomination Board.
The Nomination Board has assessed all candidates to the Board of Directors to be independent of the Company and its major shareholders.
Current member of the Board of Directors Eva Nilsson Bågenholm has informed the Nomination Board that she is not available for re-election to the Board of Directors.
With regard to the selection procedure for the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the Annual General Meeting. The Nomination Board is responsible for ensuring that the proposed Board of Directors as a whole has sufficient expertise, knowledge and competence and that the composition of the Board of Directors takes into account the independence requirements set out in the Finnish Corporate Governance Code for listed companies and the stock exchange rules that apply to the Company.
The Nomination Board notes that the proposed composition of the Board of Directors corresponds to the diversity principles approved for the Company. When electing members of the Board of Directors, attention shall be paid to members' mutually complementary experience and competence.
All proposed persons have given their consent to the election. The biographicals of the proposed members of the Board of Directors are presented on the Company's website at www.oriola.com.
- Resolution on the remuneration of the auditor
In accordance with the recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that the fees of the Company's auditor be paid according to an invoice approved by the Company.
- Election of the auditor
In accordance with the recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that Authorised Public Accountants KPMG Oy Ab, who has put forward Authorised Public Accountant
- Election of the sustainability reporting assurer
In accordance with the recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that Authorised Public Accountants KPMG Oy Ab would be elected as the sustainability reporting assurer of the Company. The fees of the Company's sustainability reporting assurer shall be paid according to an invoice approved by the Company.
- Resolution on amending the Company's Articles of Association
The Board of Directors proposes to the Annual General Meeting that Article 10 of the Company's Articles of Association currently in force concerning general meetings of shareholders be supplemented with an addition regarding remote meetings owing to a change in the Companies Act. According to the proposed 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). The shareholders could thus exercise their right to ask questions and right to vote as if in a physical meeting.
The amendment would enable the Company to better prepare for changing circumstances in the Company's operating environment and the society at large, and offer its shareholders a possibility to exercise their decision-making powers in full in the items presented to the general meeting under all circumstances. The proposed amendment would further enable the organising of a general meeting and the full exercise of shareholder rights in a situation where participating in the general meeting at the meeting venue would not be possible for, e.g., safety reasons.
Moreover, the Board of Directors proposes that Article 10 be amended so that in addition to the items listed in Article 10, the annual general meeting of shareholders shall also, if necessary, resolve on the remuneration policy (new item 6 of the amended Article 10) as well as resolve on the approval of the remuneration report (new item 7 of the amended Article 10). In addition, the running numbers of the current items 6-11 of Article 10 would be accordingly adjusted to numbers 8-13 in the proposed amended Article 10.
Article 10 would remain otherwise unchanged.
Article 10 of the Articles of Association would thus read as follows (changes underlined):
"Article 10
The General Meeting of shareholders shall be held in Espoo or
The Annual General Meeting is to be held each year by the end of May on a day decided by the Board of Directors and matters to be dealt with at the meeting shall be:
1) the financial statements, the report by the Board of Directors and the consolidated financial statements,
2) the Auditors' Report,
resolutions on:
3) adoption of the financial statement and the consolidated financial statement,
4) the use of profits shown in the balance sheet,
5) release from liability for the members of the Board of Directors and the President,
6) if necessary, the remuneration policy,
7) approval of the remuneration report,
8) the number of members of the Board of Directors
9) the remuneration to be paid to the members of the Board of Directors and the auditor,
election of:
10) the members of the Board of Directors, whereby according to the resolution passed by the General Meeting, the person or persons receiving the most votes shall be elected,
11) Chairman of the Board from amongst the members of the Board of Directors,
12) the auditor, as well as
consideration of:
13) other matters stated in the notice of meeting."
- Resolution on amending the Rules of Procedure of the Company's Shareholders' Nomination Board
The Nomination Board proposes to the Annual General Meeting that the Rules of Procedure of the Company's Nomination Board be amended.
The Rules of Procedure of the Nomination Board is proposed to be amended so that the Chairman of the Board of Directors shall annually arrange a meeting to which the Chairman invites the Company's twenty largest shareholders, by votes, registered by the 30th of April of the year (previously 31st of August) preceding the Annual General Meetings as shareholders in the Company's shareholders register maintained by
Additionally it is proposed to amend the Rules of Procedure so that if a shareholder who is liable to report specific changes in ownership, presents a written request concerning the matter to the Company's Board of Directors no later than by the 30th of April of the year (previously 31st of August) preceding the Annual General Meeting, any holdings of the shareholder that have been recorded in numerous funds or registers shall be added up when calculating the total votes of the shareholder and/or entity and/or foundation controlled by such shareholder. A holder of nominee registered shares is taken into account when determining the twenty largest shareholders if a holder of nominee registered shares presents a written request concerning the matter to the Company's Board of Directors no later than by the 30th of April of the year (previously 31st of August) preceding the Annual General Meeting.
Further, the Rules of Procedure of the Nomination Board is proposed to be amended so that the Nomination Board shall consist of 4-6 (previously five) members appointed by the shareholders and so that the Chairman of the Board of Directors participates in the work of the Nomination Board as an expert, but is not a member of the Nomination Board (previously an expert member).
In addition, certain technical amendments are proposed to be made to the Rules of Procedure of the Nomination Board.
The Rules of Procedure in the proposed amended form is available on the Company's website at www.oriola.com.
- Authorising the Board of Directors to decide on a share issue against payment
The Board of Directors proposes that the Annual General Meeting authorise 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.
Maximum number of shares to be issued or assigned
It is proposed that the authorisation cover 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.
Shareholders' pre-emptive rights and targeted issue
The authorisation granted 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 of the Company. Pursuant to the authorisation, shares held by the Company as treasury shares may also be sold through trading on the regulated market organised by
Other terms and validity
It is proposed that the authorisation include the right for the Board of Directors to decide on the terms of the share issue in the manner 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 proposed to remain in effect for a period of eighteen (18) months from the decision of the Annual General Meeting.
It is proposed that this authorisation revokes all previous share issue authorisations granted to the Board of Directors to the extent that they have not been exercised.
- Authorising the Board of Directors to decide on the issuance of Class B shares against payment
The Board of Directors proposes that the Annual General Meeting authorise 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.
Maximum number of shares to be issued or assigned
It is proposed that the authorisation cover a combined maximum of 18,000,000 of the Company's own Class B shares, representing approximately 9.92 per cent of all shares in the Company.
Shareholders' pre-emptive rights and targeted issue
The authorisation granted 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 the regulated market organised by
Other terms and validity
It is proposed that the authorisation include the right for the Board of Directors to decide on the terms of the share issue in the manner 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 proposed to remain in effect for a period of eighteen (18) months from the decision of the Annual General Meeting.
It is proposed that this authorisation revokes all previous share issue authorisations granted to the Board of Directors to the extent that they have not been exercised and with the exception of authorisations granted to the Board of Directors earlier during this Annual General Meeting.
- Authorising 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 the
Oriola Group's executives and the share savings plan for theOriola Group's key personnel
In addition to the authorisations presented above, the Board of Directors proposes that it be granted the following authorisations in order to execute the share-based incentive plan for the
(i) Share issue without payment to the Company
The Board of Directors is authorised to decide on a share issue without payment to the Company in one or more issues. The maximum number of the Company's new Class B shares to be issued under this authorisation is 250,000, representing approximately 0.14 per cent of all shares in the Company.
Other terms and purpose of the authorisation
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 share-based incentive plan for the
(ii) Directed share issue
In deviation from the shareholders' pre-emptive right, the Board of Directors is authorised to issue the Company's Class B shares in one or more issues. The authorisation granted 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. The Class B shares to be issued can be either new shares or own Class B treasury shares. The total number of shares to be issued under the authorisation is 250,000 Class B shares. The share issue may be without payment.
Purpose of the authorisation
The Board of Directors may exercise the authorisation in the share-based incentive plan for the
Other terms and validity
The Board of Directors decides upon all other matters related to the share issues, the executives' incentive plan, and the key personnel's share savings plan. 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 that the interest of all of its shareholders is taken into account.
The proposed 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 for no longer than eighteen (18) months from the resolution of the Annual General Meeting.
- Authorising the Board of Directors to decide on the repurchase of the Company's own Class B shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the repurchase of the Company's own Class B shares on the following terms and conditions:
Maximum number of shares repurchased
According to the authorisation, the Board of Directors is entitled to decide on the repurchase of no more than 18,000,000 of the Company's own Class B shares, which represent 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 at each time be in the possession of the Company and its subsidiaries.
Consideration to be paid for the shares and targeted acquisition
Shares may also be repurchased in accordance with the resolution of the Board of Directors in a proportion other than that in which the 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 the shares will be repurchased. Among other means, derivatives may be used in the acquisition of the shares. The repurchase of the shares reduces the Company's distributable unrestricted equity.
The 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.
Other terms and validity
The Board of Directors decides on all other matters related to the repurchase of Class B shares. The authorisation to repurchase the Company's own shares shall remain in force for a period of not more than eighteen (18) months from the resolution of the Annual General Meeting.
This authorisation revokes the authorisation granted to the Board of Directors by the Annual General Meeting on
- Closing of the Annual General Meeting
B. Documents of the Annual General Meeting
The proposals of the Board of Directors and the Nomination Board to the Annual General Meeting, as well as this notice and the organisational document of the Annual General Meeting are available on
C. Instructions for the Participants of the Annual General Meeting
- Shareholder registered in the shareholders' register
Each shareholder who is registered in the shareholders' register of the Company held by
A shareholder, who is registered in the shareholders' register of the Company and who wants to participate in the Annual General Meeting, has to register for the meeting no later than on Thursday
a) Through the Company's website at www.oriola.com/agm-2024
Online registration requires that the shareholder or their legal representative or proxy representative use strong electronic authentication either by Finnish or Swedish banking codes or mobile certificate.
b) By mail to the address
c) By phone to number +358 10 2818 909 (from Monday to Friday
In connection with the registration, a shareholder shall notify, their name, date of birth or business ID, address, telephone number and e-mail address and the name of a proxy representative, legal representative or assistant, if any, and the date of birth of the proxy representative, legal representative or assistant, as applicable. The personal data given by the shareholders to
The shareholder, their proxy representative, legal representative or assistant shall, if necessary, be able to prove their identity and/or right of representation at the meeting venue.
Additional information on registration and advance voting is available by phone during the registration period of the Annual General Meeting at
For further information on how
- Holder of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares based on which the holder would be entitled, on the record date of the Annual General Meeting, i.e. Thursday,
A holder of nominee-registered shares is advised to well in advance request necessary instructions regarding the temporary registration in the Company's shareholders' register, the issuing of proxy documents and voting instructions and registration for the Annual General Meeting as well as voting in advance from their custodian bank. The account management organisation of the custodian bank must register a holder of nominee-registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders' register of the Company within the registration period applicable to holders of nominee-registered shares and take care of the voting in advance on behalf of the holder of nominee-registered shares before the expiry of the registration period applicable to holders of nominee-registered shares.
- Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting by way of proxy representation. Proxy representatives may also vote in advance in the manner described in this notice.
A proxy representative must identify themself in the electronic registration service and advance voting in person with strong identification, after which they can register and vote in advance on behalf of the shareholder they represent. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Proxy and voting instruction templates will be available on the Company's website at www.oriola.com from
In addition to providing proxy documents, the shareholder or their proxy representative must take care of registering for the Annual General Meeting in the manner described above in this notice.
Shareholders that are legal persons can also use electronic authorisation services of Suomi.fi instead of a traditional proxy document, after which the representative can register and vote in advance on behalf of the shareholder they represent. In that case the legal person authorises a named authorised person through Suomi.fi's services at www.suomi.fi/e-authorizations by using the mandate theme "Representation at the General Meeting". In connection with the registration, Annual General Meeting services require strong electronic authentication after which the electronic authorisation is automatically verified. Strong electronic authentication works with banking codes or a mobile certificate. For more information, please see Suomi.fi's e-authorisation pages at www.suomi.fi/e-authorizations and the Company's website www.oriola.com.
- Voting in advance
A shareholder whose shares are registered on their personal Finnish book-entry account may vote in advance during the period from
a) Through the Company's website at www.oriola.com/agm-2024
Electronic advance voting requires that the shareholder or their legal representative or proxy representative use strong electronic authentication either by Finnish or Swedish banking codes or mobile certificate.
b) By mail or email
A shareholder can deliver the advance voting form available on the Company's website at www.oriola.com or corresponding information by mail to
Submitting votes in such manner before the expiry of the registration and advance voting period constitutes due registration for the Annual General Meeting, provided that the documents delivered by the shareholder contain the information required for registration.
A shareholder who has voted in advance cannot use their right to request information under the Companies Act or their right to request a vote nor change the given votes unless the shareholder participates in the Annual General Meeting in person or by way of proxy representation at the meeting venue.
For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares they represent in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.
An agenda item subject to advance voting is considered to have been presented unchanged to the Annual General Meeting. The terms and conditions as well as other instructions related to the electronic advance voting are also available on the Company's website at www.oriola.com.
- Other information
The meeting can be followed online via a webcast. Instructions on following the webcast will be available on the Company's website at www.oriola.com. Following the meeting via webcast is not considered participating in the Annual General Meeting or exercising of shareholders' rights.
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to ask questions and request information with respect to the matters to be considered at the meeting.
Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes held by the shareholder.
On the date of the notice to the Annual General Meeting, i.e.
Espoo,
Board of Directors
Petter Sandström
General Counsel
Distribution:
Key media
Released by:
Corporate Communications
Orionintie 5
FI-02200 Espoo
www.oriola.com
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