Orava Asuntorahasto Oyj
DECISIONS OF THE ANNUAL GENERAL MEETING AND MEETING OF THE BOARD OF DIRECTORS OF ORAVA RESIDENTIAL REAL ESTATE INVESTMENT TRUST PLC
DGAP-News: Orava Asuinkiinteistörahasto Oyj 2015-03-19 / 17:15 --------------------------------------------------------------------- DECISIONS OF THE ANNUAL GENERAL MEETING AND MEETING OF THE BOARD OF DIRECTORS OF ORAVA RESIDENTIAL REAL ESTATE INVESTMENT TRUST PLC Orava Residential Real Estate Investment Trust plc Stock Exchange Release on 19 March 2015 at 6:15 p.m. Decisions of the Annual General Meeting The Annual General Meeting of Orava Residential Real Estate Investment Trust plc was held in Helsinki on 19 March 2015. The Meeting approved the consolidated financial statements and the financial statements of the parent company and granted discharge from liability to those accountable for the financial period 1 January 2014-31 December 2014. The dividends were approved in accordance with the Board of Director's proposal. The Company will pay its distribution of profit for 2014 in accordance with two different dividend rights. The Board of Directors was authorised to decide on dividends per share of no more than EUR 1.20 according to the following table. ISIN code Dividend right Shares (pcs) Dividend/y(EUR) Total/y(EUR) FI4000068614 100% 5,984,262 1.20 (at most) 7,181,114.40 ISIN code Dividend right Shares (pcs) Dividend/y(EUR) Total/y(EUR) FI4000068614 100 % 1,500,000 0.90 (at most) 1,350,000.00 as of 1 April 2015 A total of EUR 8,531,114.40, at maximum, can be paid as dividends. For each instalment, the dividend to be paid quarterly is no more than EUR 0.30 per share. The payment dates of the dividends are 31 March 2015, 30 June 2015, 30 September 2015 and 30 December 2015. The Board of Directors was authorised to decide on the amount and payment of dividends quarterly within the above limits, provided that the Company's solvency is not endangered due to the distribution of dividends. The Annual General Meeting confirmed the remunerations to be paid to the members of the Board of Directors as follows: chairman EUR 2,000 and members EUR 1,200 per month, plus a meeting-specific fee of EUR 600 for the chairman and EUR 300 for a member for attendance at meetings. The number of members of the Board of Directors was confirmed as six. Mikko Larvala, Tapani Rautiainen, Veli Matti Salmenkylä, Jouni Torasvirta and Timo Valjakka were re-elected and Patrik Hertsberg was elected as a new member of the Board of Directors. PricewaterhouseCoopers Oy, Authorised Public Accountants, with Eero Suomela, Authorised Public Accountant, as the chief auditor, were elected as the company's auditor. Authorisation of the Board of Directors to decide on a share issue and the issuance of option rights and other special rights entitling to shares The Annual General Meeting decided on granting a share issue authorisation and authorisation to issue option rights and other special rights entitling to shares to the Board of Directors so that, on the basis of the authorisation, the Board of Directors may issue no more than 6,000,000 new shares in the company (of which a maximum of 1,500,000 shares carry a right to dividends as of 1 April 2015 and 4,500,000 shares carry no right to dividends during 2015). On the basis of the authorisation, the Board of Directors may use directed issues. Shares may be issued in deviation from shareholders' pre-emptive rights through a directed issue if there is a weighty financial reason for it from the point of view of the company, such as developing the company's capital structure or financing or implementing transactions in shares in housing companies. The subscription price of shares may be paid in cash or, instead of cash, in its entirety or partly in subscriptions in kind. The authorisation will valid until the next Annual General Meeting. The authorisation will repeal the previous authorisation given on 18 March 2014. Amending the rules for investment operations The Annual General Meeting decided that an addition concerning the payment of the performance-based management fee will be made to the rules for investment operations so that the stock exchange price of the share shall be used in the calculation of the performance-based management fee, if the stock exchange price of the share is lower than net assets per share. The amended chapter 3 of section 11 of the rules is as follows: As a performance-based management fee, the Trust pays Orava Funds plc twenty per cent (20%) of the Trust's annual return exceeding the hurdle rate of six per cent (6%). The performance-based management fee is calculated on the basis of earnings per share for the financial period and the number of shares at the end of the financial period. Before listing, earnings per share for the financial period are calculated on the basis of net assets per share closing and opening the financial period and the dividends paid for the share during the financial period. After listing, the stock exchange price of the share shall be used in the calculation instead of net assets per share, if the stock exchange price of the share is lower than net assets per share. The performance-based management fee is only paid if the closing stock exchange price for the financial period is higher than the highest dividend, issue and split-adjusted closing stock exchange price for the previous financial periods. Amending the Articles of Association The Annual General Meeting decided to amend section 1 of the Articles of Association as follows: 1 § Company name The Company name is in Finnish Orava Asuntorahasto Oyj, in Swedish Orava Bostadsfond Abp and in English Orava Residential REIT plc. The amendment will have a corresponding effect on section 1 of the company's rules for investment operations after the amendment has been registered in the Trade Register. Decisions of the Board of Directors At its meeting held after the Annual General Meeting, the Board of Directors elected amongst its members Jouni Torasvirta as the chairman and Tapani Rautiainen as the deputy chairman of the Board of Directors. Based on the authorisation granted by the Annual General Meeting, the Board of Directors decided to pay dividends of EUR 0.30 per share for a total of 5,984,262 shares. The ex-date of the dividend payment is 20 March 2015, the record date of the dividend payment is 23 March 2015 and the dividend payment date is 31 March 2015. The Board of Directors decides on the amount and payment of dividends quarterly on its meetigs at 17 June 2015, 16 September 2015 and 16 December 2015. Accordingly the ex-dates of dividend payments are 18 June 2015, 17 September 2015 and 17 December 2015 and the record dates of dividend payments are 22 June 2015, 18 September 2015 and 18 December 2015. Orava Residential Real Estate Investment Trust plc Additional information: Pekka Peiponen, CEO, tel. +358 (0)10 420 3104 Veli Matti Salmenkylä, CFO and administrative director, tel. +358 (0)10 420 3102 News Source: NASDAQ OMX --------------------------------------------------------------------- 2015-03-19 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: Orava Asuinkiinteistörahasto Oyj Finland ISIN: FI4000068614 End of News DGAP News-Service --------------------------------------------------------------------- 335273 2015-03-19
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