Administration 2013

Board of Directors

Up to 22 March 2013, the Board of Directors was composed of Chairman Riku Aalto and Deputy Chairman Risto Murto as well as members Tomi Aimonen, Matti Harjuniemi, Olli Luukkainen, Antti Rinne, Jani Salenius and Ann Selin.

For the term beginning on 22 March 2013, Riku Aalto was re-elected Chairman and members were re-elected as previously, except that Jan-Erik Saarinen was elected to replace Jani Salenius.

Board committees

The Board of Director has two committees: the Remuneration Committee and the Auditing Committee.

The Remuneration Committee was chaired by Riku Aalto and included Risto Murto and Ann Selin as members.

The Audit Committee was chaired by Riku Aalto and included Tomi Aimonen and Matti Harjuniemi as members.

Nomination Committee

The Nomination Committee was chaired by Jarkko Eloranta and included Timo Ritakallio, Petri Lindroos and Hannu Tarvonen as members. Ville-Veikko Laukkanen was elected to replace Hannu Tarvonen on 22 March 2013.

CEO

The CEO was Jani Nieminen M.Sc.(Tech.), MBA. The CEO's deputy up to 1 September 2013 was Eero Saastamoinen, Business Director, Real Estate, M.Soc.Sc. and, as from 2 September 2013, Raimo Vehkaluoto, CFO, M.Sc. (Econ.).

Management Group

The VVO Group Management Group was composed up to 1 September 2013 of CEO Jani Nieminen (Chairman), Business Director, Real Estate Eero Saastamoinen, CFO Raimo Vehkaluoto, Account Director Juha Heino, Administrative Director Tiina Heinonen and ICT & Development Director Mikko Pöyry.

As from 2 September 2013, the Management Group included CEO Jani Nieminen (Chairman), CFO Raimo Vehkaluoto; Account Director Juha Heino; Investment Director Mikko Suominen; Real Estate Development Director Kim Jolkkonen (as from 10 September 2013); Marketing & Communications Director Irene Kantor; and ICT & Development Director Mikko Pöyry. At the CEO's discretion, Tiina Heinonen, the Group's legal counsel, and Jouni Heikkinen, the company's internal auditor, may also attend Management Group meetings.

Auditor

The auditor is KPMG Oy Ab, with APA Kai Salli as the principal auditor.

Annual General Meeting

The Annual General Meeting was held on 22 March 2013. The following matters specified for the agenda of the Annual General Meeting in section 12 of the Articles of Association were presented and resolved:

• The financial statement and consolidated financial statement for 2012 were confirmed. 
• A decision was taken to pay a dividend of EUR 2.00 per A share, totalling EUR 14,805,120.00, on 5 April 2013. 
• The members of the Board of Directors and the CEO were discharged from liability for the financial year ending on 31 December 2012. 
• A decision was taken to confirm the attendance allowance for Board meetings as EUR 600 per meeting and to set the following annual fees for the term beginning on 22 March 2013: EUR 20,000 for the Chairman; EUR 11,000 for the Deputy Chairman; and EUR 8,000 for each of the members.
• The following persons were elected as members of the Board of Directors for the term beginning on 22 March 2013: 
• Aalto, Riku (Chairman) 
• Aimonen, Tomi
• Harjuniemi, Matti
• Luukkainen, Olli 
• Murto, Risto 
• Rinne, Antti
• Saarinen, Jan-Erik
• Selin, Ann
• KPMG Oy Ab was elected auditor, with APA Kai Salli as the principal auditor. 

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In addition, the following business was discussed at the Annual General Meeting:

• Proposal of the company’s Board of Directors dated 26 February 2013: to authorise the Board to decide within one year of the AGM on one or several share issues and/or issuing a convertible bond as specified in chapter 10 section 1(2) of the Limited Liability Companies Act, with a maximum of 1,480,512 new A series shares in the company to be issued in the share issue or subscribed to with the convertible bond, and with a maximum of 600,978 A series shares currently held by the company itself to be transferred in a share issue.
• Proposal by the company’s shareholders jointly holding 50.62% of company shares to the AGM concerning the Nomination Committee. The committee is, for instance, responsible for preparing a proposal to be presented to the AGM on the members of the Board and their fees. The term of the Nomination Committee lasts until the end of the next Annual General Meeting.
• The following persons were elected to the Nomination Committee:
• Jarkko Eloranta, Chairman, Trade Union for the Public and Welfare Sectors
• Timo Ritakallio, Deputy CEO, Ilmarinen Mutual Pension Insurance Company
• Petri Lindroos, Head of Organisation, Trade Union of Education in Finland (OAJ)
• Ville-Veikko Laukkanen, Varma Mutual Pension Insurance Company

In addition, the Chairman of the Board Riku Aalto has the right to attend the meetings.