General Meeting of Shareholders

The General Meeting of Shareholders is the highest decision-making body of the company. At the General Meeting of Shareholders, the shareholders exercise their powers in accordance with the Companies Act and the Articles of Association. The General Meeting of Shareholders decides on the matters that under the Companies Act and the Articles of Association are within its purview. A General Meeting of Shareholders is convened by the Board of Directors. Under the Articles of Association, the Annual General Meeting is held annually by the end of May on a date determined by the Board of Directors. An Extraordinary Meeting of Shareholders may be convened in the manner provided for in the Companies Act. Pursuant to the Articles of Association, the Notice of General Meeting must be published in one daily newspaper in the capital city no earlier than two months and no later than twenty-one days prior to the meeting. The Notice must however be published at the latest nine days before the record date of the General Meeting. Oriola-KD also publishes the Notice of General Meeting as a stock exchange release and on its website.

 

The matters on which the Annual General Meeting decides include the adoption of the financial statements, the distribution of profits, discharging liable parties from liability, and the election of the members of the Board of Directors, the Chairman of the Board and the auditor, as well as their remuneration. Decisions to amend the Articles of Association are also taken by a General Meeting of Shareholders. An amendment to the Articles of Association must be supported by at least 2/3 of the votes cast and of the shares represented at the meeting.

 

At General Meetings, each class A share carries 20 votes and each class B share one vote. No shareholder may vote using an amount of votes that exceeds 1/20 of the total number of votes carried by the shares of different share classes represented at the General Meeting.  To amend this provision of the Articles of Association, a resolution is required that must be supported by at least 4/5 of the votes cast and of the shares represented.

 

A shareholder has the right to have matters that, under the Companies Act, falls within the competence of the General Meeting dealt with by the General Meeting, if the shareholder so demands in writing to the Board of Directors well in advance of the meeting so that the matter can be included in the Notice of General Meeting. The demand shall be considered to have arrived on time, when the Board of Directors has been informed about the demand at the latest four weeks in advance of the publishing of the Notice of the General Meeting.

 

The General Meeting of Shareholders is to be attended by the President and CEO, the Chairman of the Board of Directors, a sufficient number of members of the Board and Board Committees, the auditor as well as all those put forward as candidates for Board membership for the first time.