RESOLUTIONS OF OLVI PLC’S ANNUAL GENERAL MEETING

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| Source: Olvi Oyj
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Iisalmi, 2014-04-16 14:03 CEST (GLOBE NEWSWIRE) -- OLVI PLC                                         STOCK EXCHANGE RELEASE 16 APR 2014

RESOLUTIONS OF OLVI PLC’S ANNUAL GENERAL MEETING

Olvi plc’s Annual General Meeting of 16 April 2014 adopted the financial statements and granted discharge from liability to the members of the Board of Directors and Managing Director for the accounting period that ended on 31 December 2013. The meeting was chaired by Jari Kääriäinen, Attorney-at-law.

DISTRIBUTION OF DIVIDENDS

In accordance with the Board’s proposal, the Annual General Meeting decided that a dividend of 0.65 euro be paid on each A and K share for the accounting period 2013.  The dividend according to the resolution accounts for 40.4 (40.3) percent of Olvi Group’s consolidated earnings per share.

The dividend will be paid to shareholders registered in Olvi plc’s register of shareholders held by Euroclear Finland Ltd on the record date of the dividend payment, 23 April 2014. The dividends will be paid on 30 April 2014.

ELECTIONS AND REMUNERATIONS

The AGM decided that the Board of Director will have five members. The current Board members Jaakko Autere, Heikki Hortling, Esa Lager, Tarja Pääkkönen and Heikki Sinnemaa were re-elected. The AGM decided on the following monthly remunerations payable to the Board members: Board Chairman 5,000 euro, Vice Chairman 2,500 euro as well as Members 2,000 euro. Moreover, the AGM decided to pay the Board Chairman a fee of 950 euro and the other Board Members 650 euro for each meeting.  

The AGM continued the appointment of PricewaterhouseCoopers Oy, Authorised Public Accountants, as the company’s auditor, with Sami Posti, APA, as the responsible auditor. According to the resolution, the auditor’s compensation will be paid against a reasonable invoice presented to the company.

Authorisation of the Board of Directors to decide on the acquisition of treasury shares

In line with Board’s proposal, the AGM decided to authorise the Board to decide on the acquisition of treasury shares.

Based on this authorisation, the Board is entitled to repurchase a maximum of 500,000 Series A shares of the company in one or more lots using the company’s unrestricted equity.

The shares shall be acquired in public trading arranged by NASDAQ OMX Helsinki Ltd, due to which the acquisition shall constitute a deviation from the pro rata principle among shareholders, and the compensation payable for the shares shall be the market price of the Olvi A share at the time of acquisition.

The shares shall be acquired for the purpose of financing or executing any upcoming corporate acquisitions or other arrangements, implementing the company’s incentive schemes or for other purposes decided upon by the Board of Directors. The maximum number of shares to be acquired represents approximately 2.4 percent of all shares in the company and approximately 0.5 percent of all votes, which means that the acquisition would not have any significant effect on the distribution of shareholdings and voting rights in the company.

The Board of Directors shall decide upon other matters related to the acquisition of treasury shares.

It is proposed that the authorisation to acquire treasury shares shall be valid until the closing of the Annual General Meeting 2015, however no longer than 18 months from the General Meeting’s decision of authorisation.

Authorising the Board of Directors to decide on a share issue

In line with the Board of Directors’ proposal, the Annual General Meeting also decided to authorise the Board of Directors to decide on the issue of a maximum of 1,000,000 new Series A shares and the transfer of a maximum of 500,000 Series A shares held as treasury shares (“Issue authorisation”).

The new shares can be issued and the treasury shares transferred in one or more lots either against payment or free of charge. The new shares can be issued and the treasury shares transferred to the company’s shareholders on a pro rata basis in relation to their existing holdings, or a private placing can be executed in deviation from shareholders’ pre-emptive rights if a weighty economic reason for this exists from the company’s viewpoint, such as financing or execution of corporate acquisitions or arrangements, development of the company’s equity structure, improvement of share liquidity or implementation of the company’s incentive schemes. A private placing can be free of charge only if a particularly weighty economic reason for this exists from the company’s viewpoint, taking into consideration the interests of all shareholders.

The Board of Directors shall decide upon other matters related to share issues.

It is proposed that the issue authorisation shall be valid until the closing of the Annual General Meeting 2015, however no longer than 18 months from the General Meeting’s decision of issue authorisation.

Lasse Aho, Managing Director
Phone +358 17 838 5200

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