Notice to Oriola Corporation’s Annual General Meeting 2023
16.2.2023
Oriola Corporation Stock Exchange Release 16 February 2023 at 1:00 p.m.
Notice to Oriola Corporation’s Annual General Meeting 2023
Notice is given to the shareholders of Oriola Corporation (“Oriola” or the “Company”) to the Annual General Meeting to be held on Tuesday 21 March 2023 starting at 2.00 p.m. (EET) at Hanasaari at the address Hanasaarenranta 5, FI-02100 Espoo, Finland, the Celsius Auditorium, entrance 1st floor. The reception of persons who have registered for the meeting and distribution of the voting tickets at the meeting venue will commence at 12.30 p.m. (EET). There is no catering at the meeting.
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
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 2022
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 EUR 0.06 per share be paid on the basis of the balance sheet to be adopted in respect of the financial year which ended 31 December 2022. According to the proposal, the dividend would be paid to shareholders registered in the Company’s shareholders' register held by Euroclear Finland Oy on the dividend record date of 23 March 2023. The Board of Directors proposes that the dividend be paid on 14 April 2023.
- Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
- Adoption 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 27 February 2023 at the latest.
The Board of Directors proposes to the Annual General Meeting that it adopts, through an advisory resolution, the Company’s Remuneration Report for governing bodies.
- Adoption of the amended Remuneration Policy for governing bodies
The Board of Directors proposes amendments to the Company’s Remuneration Policy for governing bodies, which the Annual General Meeting of the Company held on 17 March 2020 decided to approve. The Remuneration Policy is proposed to be amended so that revisions compared to the Remuneration Policy adopted in 2020 include that the President & CEO may be granted an additional pension benefit. In addition, following the Board of Directors’ decision in 2022 to terminate the company’s Share savings plan, the President & CEO is no longer required to take part in the Share savings plan as a condition to participate in the long-term incentive plan.
The Board of Directors proposes that the Annual General Meeting decides to approve, through an advisory resolution, the Company’s amended Remuneration Policy. The amended Remuneration Policy will be published by way of a stock exchange release, and it is available on the Company’s website at www.oriola.com on 27 February 2023 at the latest.
- Resolution on the remuneration of the members of the Board of Directors
The Nomination Board proposes that the following remunerations be paid to the members of the Board of Directors:
The fee for the term of office of the Chairman of the Board of Directors would be EUR 60,000, the fee for the term of office of the Vice Chairman of the Board of Directors would be EUR 36,000, the fee for the term of office of the Chairman of the Audit Committee would be EUR 36,000 and the fee for the term of office of the other members of the Board of Directors would be EUR 30,000. Of the annual fee, 60 per cent would be paid in cash and 40 per cent would be used to acquire Oriola Corporation's Class B shares for the members of the Board of Directors on the Nasdaq Helsinki Stock Exchange. The shares would be acquired within two weeks from the release of the Company’s Interim Report 1 January-31 March 2023. The Chairman of the Board of Directors would receive 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 would 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 would correspondingly also be paid to the Chairman and members of Company committees. Travel expenses would be compensated in accordance with the travel policy of the Company.
- 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 remains unchanged and would be confirmed as six (6).
- 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 Eva Nilsson Bågenholm, Nina Mähönen and Harri Pärssinen would be re-elected to the Board of Directors and Ellinor Persdotter Nilsson, Yrjö Närhinen and Heikki Westerlund would be elected new members of the Board of Directors.
Current members of the Board of Directors Panu Routila, Juko-Juho Hakala and Lena Ridström have informed the Nomination Board that they are not available for re-election to the Board of Directors.
The Nomination Board proposes to the Annual General Meeting that, for the next term of office, Heikki Westerlund would be elected as Chairman of the Board of Directors.
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 Kirsi Jantunen as principal auditor, would be re-elected as the auditor of the Company.
- 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 Nasdaq Helsinki Ltd.
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 revoke all previous share issue authorisations given 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 Nasdaq Helsinki Ltd.
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 the Oriola 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 Oriola Group’s executives and the share savings plan for the Oriola Group’s key personnel:
(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 Oriola Group’s executives and the share savings plan for the Oriola Group’s key personnel as described below.
(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 Oriola Group’s executives and in the share savings plan for the Oriola Group’s key personnel. The shares in question represent approximately 0.14 per cent of all shares in the Company.
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 15 March 2022 in respect of the repurchase of the Company’s own Class B shares.
- 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 are available on Oriola’s website at www.oriola.com. The financial statements, the report of the Board of Directors, the auditor’s report, the remuneration policy and the remuneration report of Oriola will be available on the above-mentioned website no later than 27 February 2023. The proposals for decisions and the other documents mentioned above will also be available at the Annual General Meeting and copies of these documents and this notice will be sent to shareholders upon request. The minutes of the Annual General Meeting will be published on the Company’s website on 4 April 2023 at the latest.
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 Euroclear Finland Oy on the record date of the Annual General Meeting, i.e. Thursday, 9 March 2023, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders’ register of the Company.
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 16 March 2023 at 10:00 a.m. (EET) by giving a prior notice of participation. The notice must be received before the end of the registration period. Registration for the Annual General Meeting will commence on Friday 17 February 2023 at 10:00 a.m. (EET). Notice of participation to the Annual General Meeting can be given:
a) Through the Company’s website at www.oriola.com/agm-2023
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 Innovatics Ltd, AGM/Oriola Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the address agm@innovatics.fi
c) By phone to number +358 10 2818 909 (from Monday to Friday 9:00 a.m. to 12:00 noon and 1:00 p.m. to 4:00 p.m. (EET))
In connection with the registration, a shareholder shall notify, their name, personal identification number 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 personal identification number of the proxy representative, legal representative or assistant, as applicable. The personal data given by the shareholders to Oriola or Innovatics Ltd is used only in connection with the Annual General Meeting and with the processing of necessary related registrations.
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 Innovatics Ltd’s phone number +358 10 2818 909 from Monday to Friday 9:00 a.m. to 12:00 noon and 1:00 p.m. to 4:00 p.m (EET).
For further information on how Oriola processes personal data, please review Oriola’s privacy notice regarding the Annual General Meeting, which is available at the Company’s website at www.oriola.com or by contacting via email agm@innovatics.fi. Shareholders are asked to note that in connection with registration and advance voting by email the registrant submits personal data by a possibly unsecure connection on their own responsibility.
- 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, 9 March 2023, to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholders’ register held by Euroclear Finland Oy at the latest by Thursday, 16 March 2023 at 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting.
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 17 February 2023 onwards. Possible proxy documents shall be delivered as an attachment in connection with the electronic registration, by regular mail to the address Innovatics Ltd, AGM/Oriola Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the address agm@innovatics.fi before 16 March 2023 at 10:00 a.m. (EET) by which time the proxy documents must be received.
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 17 February 2023 at 10:00 a.m. (EET) until 16 March 2023 at 10:00 a.m. (EET) on certain matters on the agenda of the Annual General Meeting in the following ways:
a) Through the Company’s website at www.oriola.com/agm-2023
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 Innovatics Ltd to the address Innovatics Ltd, AGM/Oriola Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the address agm@innovatics.fi. The advance votes shall be received before the expiry of the advance voting period. The advance voting form will be available on the Company’s website 17 February 2023 at the latest.
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
Shareholders can follow the meeting 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. 16 February 2023, the Company has in total 53,748,313 Class A shares registered in the Trade Register, whose total number of votes is 1,074,966,260, and in total 127,737,900 Class B shares, whose total number of votes is 127,737,900, making a combined total of 181,486,213 shares and 1,202,704,160 votes. At the Annual General Meeting, each Class A share carries twenty votes and each Class B share one vote. The Company has in total 109,564 Company’s own treasury shares by which voting rights cannot be exercised at the Annual General Meeting. Of these, 63,650 are Class A shares and 45,914 are Class B shares. The Company's own treasury shares held by the Company represent 0.06 per cent of all the shares and 0.11 per cent of the votes in the Company.
Espoo, 16 February 2023
Oriola Corporation
Board of Directors
Petter Sandström
General Counsel
Distribution:
Nasdaq Helsinki Ltd
Key media
Released by:
Oriola Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo
www.oriola.com