PROPOSALS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES TO THE ANNUAL GENERAL MEETING
Financial statements
It is proposed that the financial statements and the consolidated financial statements be adopted by the Annual General Meeting.
Consideration of the result for the financial year and dividend
It is proposed to the Annual General Meeting that no dividend be paid for the financial year 2010.
Remuneration of members of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes to the Annual General Meeting that the remuneration for the members of the Board of Directors be kept unchanged, i.e. the Chairman shall be paid EUR 76,500, Vice Chairman EUR 64,500 and ordinary members EUR 50,400 annually and further that a fee of EUR 500 be paid for each meeting of the Board of Directors and its Committees. The Committee further proposes that approximately one half of the annual remuneration be paid in the company’s B-class shares to be acquired from public trading between 1 and 30 April 2011, and that the transfer of such shares would be restricted for a period of two years.
The number of members of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes to the Annual General Meeting that the number of members of the Board of Directors be nine (9) members.
Election of the members of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes to the Annual General Meeting that Mikael Aminoff, Martti Asunta, Kari Jordan, Kirsi Komi, Kai Korhonen, Liisa Leino, Juha Niemelä, Antti Tanskanen and Erkki Varis be re-elected as members of the Board of Directors. The term of office of the Board members will continue until the end of the next Annual General Meeting.
Remuneration of the auditor
The Board of Directors proposes, in accordance with the Audit Committee’s recommendation that a fee in accordance with the auditor's invoice be paid to the auditor.
Election of the auditor
The Board of Director proposes, in accordance with the Audit Committee’s recommendation that PricewaterhouseCoopers Oy, Authorized Public Accountants, be re-elected as auditor. The auditors' term of office will continue until the end of the next Annual General Meeting.
Board of Directors proposal to reduce the share premium reserve
The Board of Directors proposes that the share premium reserve as evidenced by the parent company’s balance sheet as at 31 December 2010 be reduced by transferring all funds recorded therein, i.e. EUR 663,812,052.56 to the company’s fund for invested unrestricted equity.
The share premium reserve contains a significant amount of funds recorded therein over the years especially as a result of the share subscription price of new shares issued having exceeded the nominal value thereof. The exceeding part was, in accordance with the Finnish Companies Act effective until 1 September 2006 recorded in the share premium reserve. The current Finnish Companies Act no longer recognizes the share premium reserve but allows for the subscription price of new shares to be recorded in the share capital or fund for invested unrestricted equity.
The share premium reserve is a part of fixed equity, the use of which is restricted. Following the proposed reduction, the funds would be a part of unrestricted equity, which would in turn lead to a more flexible capital structure and allow for the more effective use of the company’s assets.
The reduction is done without remuneration and will not have an effect on the number of shares, holdings of shares nor rights attached to the shares. The reduction of the share premium reserve requires the completion of a public notice and a registration procedure with the Board of Patents and Registration.