NOTICE TO ORIOLA CORPORATION’S ANNUAL GENERAL MEETING 2020

Oriola Corporation Stock Exchange Release 13 February 2020 at 2.00 p.m

The Board of Directors of Oriola Corporation has today decided to convene the Annual General Meeting of the Shareholders of Oriola Corporation on 17 March 2020. The below notice to the meeting will be published on the company’s web site at www.oriola.com on 13 February 2020.

NOTICE TO ORIOLA CORPORATION’S ANNUAL GENERAL MEETING 2020

Notice is given to the shareholders of Oriola Corporation to the Annual General Meeting to be held on Tuesday 17 March 2020 starting at 3.00 p.m. at the Helsinki Exhibition and Convention Centre (address: Helsinki Exhibition and Convention Centre, Congress Wing Entrance, Rautatieläisenkatu 3, 00520 Helsinki, Finland). Reception of participants who have registered for the meeting and distribution of voting tickets will commence at 1.30 p.m.. Coffee is served after the meeting.

A. Matters on the agenda of the Annual General Meeting 

1. Opening of the meeting 

2. Calling the meeting to order 

3. Election of persons to confirm the minutes and to supervise the counting of votes 

4. Recording the legality of the meeting 

5. Recording the attendance at the meeting and adoption of the list of votes 

6. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor’s report for the year 2019

- Review by the President & CEO 

7. Adoption of the financial statements and the consolidated financial statements 

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend 

The Board of Directors proposes that a dividend of EUR 0.09 per share be paid on the basis of the balance sheet to be adopted in respect of the financial year ending on 31 December 2019. According to the proposal, the dividend would be paid to shareholders registered in the company’s shareholders' register held by Euroclear Finland Ltd on the dividend record date of 19 March 2020. The Board of Directors proposes that the dividend be paid on 15 April 2020.  

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 

10. Adoption of the Remuneration Policy for governing bodies

11. 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 2020. The Chairman of the Board of Directors would receive an attendance fee of EUR 1000 per meeting and the other members would receive attendance fees of EUR 500 per meeting. Attendance fees would correspondingly also be paid to the Chairman and members of Board and company committees. Travel expenses would be compensated in accordance with the travel policy of the company.
    
12. 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 remain unchanged and be confirmed as seven.

13. Election of the 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 Juko-Juho Hakala, Anja Korhonen, Mariette Kristenson, Eva Nilsson Bågenholm, Harri Pärssinen and Lena Ridström would be re-elected to the Board of Directors.

Current chairman of the Board of Directors Anssi Vanjoki has informed the Nomination Board that he is 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, Panu Routila would be elected as a new member to the Board of Directors. 

Panu Routila (b. 1964, Finnish citizen, M.Sc. [Econ.]) served as President and CEO of Konecrances Plc until October 2019. During the years 2008-2015 Routila served as President and CEO of Ahlström Capital Oy and before that as CEO of Alteams Oy during 2002-2007. Currently Routila is a member of the Board of Directors of Trelleborg AB and Conficap Oy.

Panu Routila would be elected new Chairman of the Board of Directors.

The biographicals of the proposed members of the Board of Directors are presented on the company’s website at www.oriola.com.

14. 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. 

15. Election of 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.

16. Forfeiture of the shares entered in a joint book-entry account and of the rights attached to such shares 

The shares of Oriola Corporation as well as Orion-yhtymä Oy (Business ID 0112283-5, as of 11 December 1997 Orion-yhtymä Oyj), were incorporated in the book-entry system in 1993. The shareholders were at that time required to declare their shares for registration on their book-entry account, in practice meaning exchanging paper share certificates for registrations on a book-entry account, at the latest on the registration date 29 October 1993.  Orion-yhtymä Oyj has later changed its name to Orion Corporation and on 1 July 2006 demerged into two companies, Oriola-KD Corporation (Business ID 1999215-0, currently Oriola Corporation) and Orion Corporation (Business ID 1999212-6). The owners of paper share certificates were required to declare their ownership for registration in the book-entry system before the effective date of the demerger to avoid the shares to be given to them as demerger consideration being registered on a joint account. A number of shares in Oriola are nevertheless still registered on the joint account because the owners of such shares have not after the incorporation of the shares in the book-entry system in 1993 made a declaration for registration.

The Board of Directors proposes that the Annual General Meeting decides, in accordance with Chapter 3, Section 14 a, subsection 3 of the Finnish Companies Act, on the forfeiture of the rights to all the shares entered in the joint account as well as the rights attached to such shares.

The forfeiture would concern, under Chapter 3, Section 14 a, subsection 3 of the Finnish Companies Act,  the rights to all such Oriola Corporation’s shares entered in the joint account that have not been requested to be registered in the book-entry system in accordance with Chapter 6, Section 3 of the Act on the Book-Entry System and Settlement Activities prior to the resolution concerning the matter by the Annual General Meeting. 

On 10 February 2020 the joint book-entry account of Oriola holds a total of 125,674 shares (64,478 Class A shares and 61,196 Class B shares) which respresent approximately 0.07% of all shares in the company. The number of shares whose transfer into the book-entry system has been validly declared prior to the resolution concerning the matter by the Annual General Meeting, at the latest, and whose request for conversion has been finalised by 30 November 2020, at the latest, will be deducted from the number of shares referred to above.    

If the Annual General Meeting resolves on the forfeiture of the shares on the Joint Account and of the rights attached to such shares, such shares become treasury shares. The provisions of the Finnish Companies Act on treasury shares apply to the forfeited shares and the company may keep the shares in its possession or cancel or transfer them in accordance with the provisions of the Finnish Companies Act.

17. Authorising the Board of Directors to decide on a share issue against payment

The Board of Directors proposes that the 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 excersised. 

18. 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 Boad of Directors earlier during the meeting. 

19. 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 shared 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.

20. 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 the price of the Class B shares quoted on the regulated market organised by Nasdaq Helsinki Ltd. 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 19 March 2019 in respect of the repurchase of the company’s own Class B shares.

21. Closing of the meeting 

B. Documents of the 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 Corporation’s website at www.oriola.com. The financial statements, the report of the Board of Directors, the auditor’s report and the remuneration policy of Oriola Corporation will be available on the above-mentioned website no later than 24 February 2020. The proposals for decisions and the other above-mentioned documents are also available at the Annual General Meeting. Oriola’s annual report is published on the company’s website no later than 24 February 2020. The minutes of the Annual General Meeting will be published on the company’s website on 31 March 2020 at the latest. 

C. Instructions for the participants in the General Meeting 

1. Shareholders registered in the shareholders’ register 

Each shareholder who is registered in the shareholders’ register of the company held by Euroclear Finland Ltd on the record date of the General Meeting, i.e. Thursday 5 March 2020, has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the company. 

A shareholder who intends to participate in the Annual General Meeting, shall register for the meeting no later than on Thursday, 12 March 2020 at 4.00 p.m. Finnish time by giving prior notice of participation to the company, which shall be received by the company no later than on the above-mentioned date and time. The notice of participation is requested to be made starting on 13 February 2020:
 
a) on the company’s website at www.oriola.com by following the instructions given on the website; 
b) by telephone +358 20 770 6868 (Monday – Friday from 9.00 a.m. – to 4.00 p.m.); or 
c) by regular mail to Oriola Corporation, Legal Affairs, P.O. Box 8, FI-02101 Espoo, Finland.
 
In connection with the registration, a shareholder shall notify his/her name, personal identification number (or the business identity code of the entity he/she represents), address, telephone number and the name of a possible assistant, proxy representative, or legal representative as well as the personal identification number of any proxy representative, or legal representative. The personal details given to Oriola Corporation are used only in connection with the Annual General Meeting and for processing registrations related to the meeting. 

A shareholder or his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the meeting. 

2. Holders of nominee-registered shares 

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she would be entitled, on the record date of the General Meeting, i.e. Thursday, 5 March 2020, to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered in the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by Thursday, 12 March 2020 at 10.00 a.m. Finnish time. As regards nominee-registered shares, this constitutes due registration for the General Meeting. 

Holders of nominee-registered shares are advised to request without delay necessary instructions regarding the temporary registration in the shareholder’s register of the company, the issuing of proxy documents, and registration for the General Meeting from his/her custodian bank. The account management organisation of the custodian bank shall register a holder of nominee registered shares who wants to participate in the General Meeting, temporarily in the shareholders’ register of the company at the latest by the deadline stated above. 

3. Proxy representative and powers of attorney
 
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the 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 General Meeting. 

Any proxy documents shall be delivered as originals to the address referred to in Section C. 1. above before the due date for registration. 

4. Other instructions and information 

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting. 

Shareholders are encouraged to use public transport to arrive to the General Meeting. Participants can park at the Helsinki Exhibition and Convention Centre's car park at their own expense.

On the date of the notice to the Annual General Meeting, the company has in total 55,127,313 Class A shares registered in the Trade Register, whose total number of votes is 1,102,546,260, and in total 126,358,900 Class B shares, whose total number of votes is 126,358,900, making a combined total of 181,486,213 shares and 1,228,905,160 votes. At the Annual General Meeting, each class A share carries twenty votes and each class B share one vote.

Espoo, 13 February 2020

Oriola Corporation

Board of Directors

Petter Sandström
General Counsel

Distribution:
Nasdaq Helsinki Ltd
Principal media

Published by:
Oriola Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo, Finland
www.oriola.com