Oriola Corporation Stock Exchange Release 7 February 2025 at 3:30 p.m.
Oriola Corporation’s shareholder’s demand for including combination of share classes and directed issuance of shares without payment in the agenda of the Annual General Meeting
The Board of Directors of Oriola Corporation (”Oriola” or the ”Company”) has on 7 February 2025 received, from a shareholder representing more than 14 per cent of the shares in Oriola and more than 13 per cent of the total votes, a demand in accordance with Chapter 5 Section 5 of the Finnish Companies Act to have the combination of share classes and directed issuance of shares without payment dealt with by the Annual General Meeting of Oriola scheduled to be held on 2 April 2025.
The shareholder’s demand to be included in the notice and the agenda of the Annual General Meeting is as follows:
“Mariatorp Oy, holding more than ten per cent of the Company’s shares, proposes the Articles of Association of the Company to be amended so that the Company’s class A and class B shares are combined to one single share class and the provisions concerning different share classes are removed from the Articles of Association. After the combination all shares of the Company would carry one vote each and have equal rights. We further propose that in connection with the amendment of the Articles of Association, the General Meeting would decide on a directed share issue without payment to holders of the Company’s class A shares in such a way that for each fourteen class A shares held, one new share in the Company’s one single share class after the amendment of the Articles of Association would be given. Such shares that in the share issue would be given as fractions of shares would be sold on behalf of those entitled to such shares.
The purpose of the share issue would be to compensate holders of class A shares for the loss of voting rights as a result of the combination of share classes. According to our view combining the share classes could improve the liquidity of the Company’s shares and increase the market value of the shares. In addition, it could clarify the Company’s ownership and vote structure as well as its transparency thereby increasing the interest in the Company as an investment object. The combination of the share classes could also improve the Company’s possibilities to raise equity financing through share issues and participate in different kinds of sector restructurings. The share issue would therefore be in the best interest of the Company and all of its shareholders and would have a particularly weighty financial reason as required by the Finnish Companies Act.”
The Board of Directors of Oriola will include the proposals of the shareholder in the notice of the Annual General Meeting. The Company notes, that the content of the proposal received corresponds to the proposal by certain shareholders addressed by the 2014 Annual General Meeting. The Board of Directors will evaluate and take a stand on the received proposal in connection with the publication of the notice of the Annual General Meeting, at the latest.
The notice for Oriola’s Annual General Meeting, to be held on 2 April 2025, will be published in its entirety no later than 12 March 2025.
Oriola Corporation
Board of Directors
For additional information, please contact:
Heikki Westerlund
Chairman of the Board of Directors
tel. +358 50 559 6580
Petter Sandström
General Counsel, secretary to the Board of Directors
tel. +358 50 429 5761
e-mail: petter.sandstrom@oriola.com
Distribution:
Nasdaq Helsinki Ltd
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