Annual General Meeting of Shareholders

Transcription

1 1 (6) Unofficial translation from the Finnish minutes Annual General Meeting of Shareholders Date: Venue: Thursday March 12, 2015, 2:00 p.m. Finlandia Hall, Mannerheimintie 13E, Helsinki, Finland Present: The shareholders, agents and assistants listed in Annex No. 3. It was recorded that the Chairman of the Board of Directors, Anssi Vanjoki, and Board members Ilkka Brotherus, Martin Burkhalter, Christian Fischer, Hannu Ryöppönen, Bruno Sälzer and Indra Åsander as well as the President and CEO Heikki Takala were present at the meeting. APA Jouko Malinen, the company s principally responsible auditor, was also present. Article 1 OPENING OF THE ANNUAL GENERAL MEETING The meeting was opened by the Chairman of the Board, Anssi Vanjoki, who welcomed the shareholders to the meeting. Article 2 CALLING THE ANNUAL GENERAL MEETING TO ORDER Jukka Laitasalo, Attorney-at-Law, was elected as Chairman of the meeting. The Chairman called Tuija Näräkkä, Legal Counsel, to act as Secretary. The Chairman presented the procedures pertaining to the processing of the items on the agenda. It was noted that the meeting would be held in the Finnish language and simultaneously interpreted into English. The Chairman outlined the voting instructions issued in advance by holders of nominee registered shares as follows: Heikki Mattila (Nordea Bank Finland Plc) stated that he represented multiple nominee registered shareholders and that he had provided the chairman with the information concerning the shareholdings and voting instructions of these shareholders. Heikki Mattila stated that his principals did not demand a vote on those items on the agenda under which the instruction was to oppose the draft resolution or to abstain from taking part in the decision-making, but, instead, a relevant entry in the minutes would be sufficient. Jarkko Varis (Skandinaviska Enskilda Banken AB Helsinki Branch) had similarly declared voting instructions and procedures on behalf of his principals. It was further noted that Hanna-Maria Varmo (Svenska Handelsbanken AB Finnish Branch Operations) had declared that her principals vote in favor of each item on the agenda.

2 2 (6) It was noted that a summary of the voting instructions of the holders of nominee registered shares was annexed to the minutes of the meeting (Annex No. 1) and that no further entries regarding them will be recorded under later agenda items. Article 3 ELECTION OF PERSONS TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE COUNTING OF VOTES Heikki Mattila and Hanna-Maria Varmo were elected to scrutinize the minutes and Felix Björklund and Jussi Koskinen were elected to supervise the counting of votes. Article 4 RECORDING THE LEGALITY OF THE ANNUAL GENERAL MEETING It was noted that the notice of the meeting was published on the company s website on February 5, It was noted that the meeting was legally convened pursuant to the Articles of Association and the Finnish Companies Act and constituted a quorum. The invitation to the Annual General Meeting was annexed to the minutes (Annex No. 2). Article 5 RECORDING THE ATTENDANCE AT THE ANNUAL GENERAL MEETING AND ADOPTION OF THE LIST OF VOTES It was noted that the final date of registration for the Annual General Meeting for shareholders other than holders of nominee registered shares was March 6, A list was compiled of the appropriately registered shareholders and their agents and assistants as of the beginning of the meeting, in which the numbers of shares and votes they hold were recorded (Annex No. 3). It was noted that the shareholders register was on view at the meeting, displaying the status as at the record date of March 2, Article 6 PRESENTATION OF ANNUAL ACCOUNTS, CONSOLIDATED ANNUAL ACCOUNTS, REPORT OF THE BOARD OF DIRECTORS AND THE AUDITORS REPORT FOR THE YEAR 2014 It was noted that documents concerning the annual accounts for the financial period January 1, December 31, 2014 have been available for review by the shareholders at the company s headquarters in Helsinki and on the company s website since February 19, The original annual accounts (including the consolidated accounts) and the Board of Directors report are on view at the meeting venue. The president and CEO Heikki Takala presented a business review for the 2014 financial year as well as the annual report and accounts. The documents concerning the annual accounts were annexed to the minutes (Annex No. 4). The auditors report was presented and annexed to the minutes (Annex No. 5). It was noted that the annual accounts, the Board of Directors report and the auditors report had been presented to the Annual General Meeting.

3 3 (6) Article 7 ADOPTION OF THE ANNUAL ACCOUNTS AND THE CONSOLIDATED ANNUAL ACCOUNTS It was noted that the company s auditor had stated in his report that the annual accounts and the Board of Directors report give a true and fair view of the financial performance and financial position of the group and the parent company, in accordance with the laws and regulations governing the preparation of the annual accounts and the Board of Directors report in Finland. It was resolved to adopt the company s annual accounts and the consolidated accounts for the 2014 financial year. Article 8 RESOLUTION ON USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF A DIVIDEND The Board of Directors proposal was noted, according to which a dividend of EUR 0.45 per share be paid for the financial year ended December 31, 2014, in accordance with the adopted balance sheet. Those listed as shareholders in the company's shareholders register held by Euroclear Finland Ltd on the dividend payout record date, March 16, 2015, are entitled to receive the dividend. The dividend will be paid on April 1, In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved that a dividend of EUR 0.45 per share be paid from the parent company s distributable funds to those listed as shareholders in the company's shareholders register held by Euroclear Finland Ltd on the dividend payout record date, March 16, The dividend will be paid on April 1, Article 9 RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY It was noted that in the 2014 financial period the discharge concerns the following persons: Ilkka Brotherus, Martin Burkhalter, Christian Fischer, Hannu Ryöppönen, Bruno Sälzer, Anssi Vanjoki, Indra Åsander and Heikki Takala. It was noted that the auditor has supported the granting of discharge from liability to the Board members and the President and CEO for the 2014 financial year. The Annual General Meeting resolved to grant a discharge to the aforementioned members of the Board of Directors and to the President and CEO Heikki Takala. Article 10 RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS It was noted that the Nomination Committee of the Board of Directors had proposed to the Annual General Meeting that the annual remuneration payable to the members of the Board of Directors to be elected at the Annual General Meeting for the term until the close of the Annual General Meeting in 2016 be as follows: Chairman of the Board, EUR 100,000; Vice Chairman, EUR 60,000; Other members of the Board, EUR 50,000 each. In accordance with the proposal, no extra remuneration will be paid for attending in meetings and committee work.

4 4 (6) In accordance with the proposal, of the annual remuneration forty percent (40%) will be paid in the form of the company s shares and sixty percent (60%) in cash. A member of the Board of Directors is not allowed to sell or transfer these shares during the term of his or her respective Board membership. However, this limitation is only valid for a maximum of five years from the acquisition of the shares. It was resolved to approve the proposal of the Nomination Committee of the Board of Directors. Article 11 RESOLUTION ON THE NUMBER OF THE MEMBERS OF THE BOARD OF DIRECTORS It was noted that, in accordance with the Articles of Association, the company s Board of Directors comprises a minimum of five and a maximum of eight members. The current number of Board members is seven. It was noted that the Nomination Committee of the Board of Directors had proposed that the number of Board members be amended to be eight. It was resolved that the number of members in the Board of Directors will be eight (8) until the next Annual General Meeting. Article 12 ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS It was noted that the Nomination Committee of the Board of Directors had proposed to the Annual General Meeting that for the period of office which begins at the closure of this Annual General Meeting and ends at the closure of the 2016 Annual General Meeting, the following persons be elected to the Board of Directors: Ilkka Brotherus, Martin Burkhalter, Christian Fischer, Hannu Ryöppönen, Bruno Sälzer, Anssi Vanjoki, Indra Åsander and as a new member Lisbeth Valther Pallesen. It was noted that each candidate proposed to be elected as Board member has consented to the election. It was resolved that Ilkka Brotherus, Martin Burkhalter, Christian Fischer, Lisbeth Valther Pallesen, Hannu Ryöppönen, Bruno Sälzer, Anssi Vanjoki and Indra Åsander be elected as members of the Board of Directors. It was noted that the term of office of the elected Board of Directors runs until the closure of the 2016 Annual General Meeting. Article 13 RESOLUTION ON THE REMUNERATION OF THE AUDITOR Article 14 ELECTION OF AUDITOR It was noted that the Audit Committee of the Board of Directors had proposed to the Annual General Meeting that the auditor s fee be paid as invoiced. The Annual General Meeting resolved in accordance with the proposal put forward by the Audit Committee of the Board of Directors that the auditor s fee be paid as invoiced. It was noted that, in accordance with the Articles of Association, the company has one Auditor who shall be a firm accredited by the Finland Chamber of Commerce. The term of the auditor is a financial year.

5 5 (6) In the past financial period the company s auditor has been Authorized Public Accountants PricewaterhouseCoopers Oy, with Jouko Malinen, Authorized Public Accountant, as the principally responsible auditor of the company. It was noted that the Audit Committee of the Board of Directors had proposed to the Annual General Meeting that Authorized Public Accountants Ernst & Young Oy be elected as the company s auditor. The Annual General Meeting resolved in accordance with the proposal put forward by the Audit Committee of the Board of Directors that Authorized Public Accountants Ernst & Young Oy be elected as the Company s auditor. Article 15 AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY S OWN SHARES It was noted that the Board of Directors had proposed to the Annual General Meeting that the Board be authorized to decide on the repurchase of the company s own shares as follows. The authorization entitles the Board of Directors to decide on the repurchase of a maximum of 10,000,000 of the company s own shares. The company s own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders, by using the non-restricted equity through trading on regulated market organized by NASDAQ OMX Helsinki Ltd at the market price prevailing at the time of the acquisition. The shares will be repurchased and paid for in accordance with the rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd. The repurchase authorization is valid for 18 months from the decision of the Annual General Meeting. The Annual General Meeting resolved to authorize the Board of Directors to decide on the repurchase of the company s own shares in accordance with the proposal put forward by the Board of Directors. Article 16 AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE SHARE ISSUE It was noted that the Board of Directors had proposed to the Annual General Meeting that the Board be authorized to decide on issuing new shares and/or conveying the Company s own shares held by the Company as follows: By virtue of the authorization, the Board of Directors is entitled to decide on issuing new shares and/or on conveying the Company s own shares at the maximum amount of 10,000,000 shares in aggregate. The Board of Directors decides on all the conditions of the share issue. The issuance or conveyance of shares may be carried out in deviation from the shareholders pre-emptive rights (directed issue). The authorization includes possibility to issue own shares to the Company for free. The authorization is valid until two (2) years from the date of the decision of the Annual General Meeting, except that the authorization to issue new shares and/or convey the Company s own shares for purposes other than the Company s bonus schemes is valid until fourteen (14) months from the date of the decision of the Annual General Meeting. The Annual General Meeting resolved to authorize the Board of Directors to decide on the share issue in accordance with the proposal put forward by the Board of Directors.

6 6 (6) Article 17 CLOSING As all the items on the agenda had been discussed, the Chairman declared the Annual General Meeting closed. In fidem: Jukka Laitasalo Chairman Tuija Näräkkä Secretary The minutes have been scrutinized and approved: Heikki Mattila Hanna-Maria Varmo