Raisio plc Stock Exchange Release 13 February 2017
NOTICE OF GENERAL MEETING
The shareholders of Raisio plc are hereby invited to the Annual General Meeting which will be held on Thursday 23 March 2017 at 14.00 (2 p.m.) at Turku Fair and Congress Center, address Messukentänkatu 9-13, FI-20210 Turku, Finland.
Reception of the participants who have registered to the meeting commences at 13.00 (1 p.m.).
The following issues will be handled in the meeting:
1. Opening of the meeting
2. Getting the meeting organized
3. Election of examiners of the minutes and supervisors of counting of votes
4. Noting that the meeting has been legally convened
5. Ascertainment of those present and confirmation of the list of votes
6. Presentation of the Financial Statements, Consolidated Financial Statements and Board of Directors’ Report, and Auditor’s Report and statement given by the Supervisory Board
7. Confirmation of the Financial Statements and Consolidated Financial Statements
8. Using the profits shown in the balance sheet and deciding on the payment of dividend
The Board of Directors proposes to the General Meeting that a dividend of € 0.17 be paid per each restricted share and each free share. Dividend will be paid on 3 April 2017 to the shareholders entered in the list of owners kept by Euroclear Finland Ltd. on the record date 27 March 2017.
9. Deciding on discharge from personal liability to members of the Board of Directors and members of the Supervisory Board and the CEO
10. Deciding on the remuneration of the Chairman and members of the Supervisory Board and on the compensation of the costs they incur due to the meetings
11. Deciding on the number of the members of the Supervisory Board
12. Election of the members of the Supervisory Board
13. Deciding on the remuneration of the Chairman and members of the Board of Directors and on the compensation of the costs they incur due to the meetings
Based on the proposal given by the nomination workgroup the Supervisory Board proposes as follows: During the term commencing at the closing of the General Meeting, the remuneration payable to the Chairman of the Board would be EUR 5,000 per month and the remuneration to the members of the Board EUR 2,500 per month. Approximately 20% of this remuneration shall be paid by assigning shares in the Company’s possession and approximately 80% in cash. The remuneration shall be paid in two equal instalments during the term so that the first instalment is paid on 15 June and the second on 15 December. In addition to this, a remuneration of EUR 800 in cash would be paid to the Chairman of the Board and a remuneration of EUR 400 in cash to the members of the Board for each board meeting, including the meetings of committees set by the Board among its members. For a teleconference meeting this remuneration would be EUR 400 in cash to the Chairman of the Board and EUR 200 in cash to the members of the board. Moreover, they will receive per diem allowance for meeting days and their travel expenses will be compensated according to the company’s travelling rules.
14. Deciding on the number of the members of the Board of Directors
Based on the proposal given by the nomination workgroup the Supervisory Board proposes as follows: The number of members of the Board of Directors for the term commencing at the closing of the General Meeting would be confirmed as six.
15. Election of the members of the Board of Directors
Based on the proposal given by the nomination workgroup the Supervisory Board proposes as follows: Board members whose term ends – Erkki Haavisto, Matti Perkonoja, Michael Ramm-Schmidt and Ann-Christine Sundell – would be re-elected and Ilkka Mäkelä and Leena Niemistö be elected as new members – all of them for the term commencing at the closing of the General Meeting.
16. Deciding on the remuneration of the Auditors
The Board of Directors proposes to the General Meeting that the auditors will be paid a remuneration for the financial year 2017 as per the invoice accepted by the company.
17. Deciding on the number of Auditors and Deputy Auditors
The Board of Directors proposes that the General Meeting elect two auditors and two deputy auditors for the term commencing at the closing of the General Meeting and ending with the closing of the following Annual General Meeting.
18. Election of the Auditors and Deputy Auditors
The Board of Directors proposes to the General Meeting that Esa Kailiala, APA, and Kimmo Antonen, APA, be elected auditors and Niklas Oikia, APA and KPMG Oy Ab, auditing company approved by the Central Chamber of Commerce, be elected deputy auditors for the term commencing at the closing of the General Meeting and ending with the closing of the following Annual General Meeting.
19. Authorising the Board of Directors to decide on the acquisition of the company’s own shares and/or accepting them as pledge
The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on the acquisition of the Company’s own shares by using funds included in the Company’s non-restricted equity and/or accepting them as pledge on the following terms and conditions:
The shares can be acquired for the purpose of developing the Company’s capital structure, for use in the financing or implementing of company acquisitions and other arrangements, and for realising share-based incentive systems or otherwise to be assigned further or to be annulled.
Shares can be acquired and/or accepted as pledge in one or more lots, a maximum of 6,250,000 shares at a time; a maximum of 5,000,000 of them can be free shares and a maximum of 1,250,000 can be restricted shares. The shares must be acquired or accepted as pledge so that the total number of shares in the Company’s or its subsidiary’s possession or held as a pledge by them will not exceed ten (10) per cent of all the Company’s shares after the acquisition or accepting as pledge. The Board of Directors is entitled to acquire Company's own shares in a proportion other than according to the proportions of the different types of shares and to decide on the order in which the shares are acquired.
The acquisition of the shares will be implemented on the basis of the market price formed in the public trading organised by the Nasdaq Helsinki Ltd. (Stock Exchange) so that the share-specific minimum price of the shares to be acquired during the validity of the authorisation is the lowest and similarly, the maximum price is the highest market price quoted in public trading. The purchase price of the shares shall be paid to the sellers within a payment term determined in accordance with the rules of the Stock Exchange and Euroclear Finland Ltd.
As the acquisition is implemented in public trading, the shares are acquired in a proportion other than according to the proportions of the shares in the shareholders’ possession.
The acquisition of shares decreases the distributable non-restricted equity of the Company.
The Board of Directors shall decide on other terms and conditions related to the acquisition of the Company’s own shares and accepting them as pledge.
The authorisation will be valid until 30 April 2018.
Furthermore, the Board of Directors proposes that the authorisation concerning the acquisition of the Company’s own shares and/or accepting them as pledge granted by the Annual General Meeting on 23 March 2016 ceases to be in force as from 23 March 2017.
20. Authorising the Board of Directors to decide on share issues
The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on share issues (1) by assigning a total of no more than 14,000,000 free shares that are in the Company’s possession and a total of no more than 1,460,000 restricted shares that are in the Company’s possession and (2) by giving out a total of no more than 20,000,000 new free shares.
The Board of Directors is authorised to decide to whom and in what order the Company’s own shares are assigned and new shares given. Shares can be assigned and given in one or more instalments.
The Board of Directors can decide on the assignment of the Company’s own shares and giving new shares otherwise than in a proportion where the shareholders have a primary right to the Company’s shares, if there exists weighty financial reason for a deviation from the Company’s point of view. Development of the Company’s capital structure, financing or implementation of company acquisitions or other arrangements and realisation of share-based incentive systems can be considered weighty financial reasons from the Company’s point of view.
The Board of Directors can also decide on assigning the Company’s own shares in public trading organised by the Nasdaq Helsinki Ltd. (Stock Exchange) for raising funds for the financing of investments and possible company acquisitions.
The shares can also be assigned against a compensation other than money, against set-off or otherwise on certain terms and conditions.
The Board of Directors is entitled to decide on other terms and conditions of a share issue in the same way as the General Meeting could decide thereon.
The authorisation will be in force until the Annual General Meeting of 2022, however, no longer than five (5) years from the closing of the General Meeting of 23 March 2017.
Furthermore, the Board of Directors proposes that the authorisations to decide on share issues granted to the Board of Directors by the Annual General Meeting on 23 March 2016 cease to be in force as from 23 March 2017.
21. Closing of the meeting
Display of the documents for public inspection
The abovementioned proposals of the Board of Directors under items 19 and 20 of the Agenda of the General Meeting, this Notice of the Meeting and the Company’s Financial Statements, Board of Directors’ report and auditors’ report are available on the Company’s website (www.raisio.com) no later than 2 March 2017. The Annual Review of Raisio plc which includes the company’s financial statements, Board of Directors’ report and auditors’ report is expected to be available on the Company’s website (www.raisio.com) no later than 10 March 2017. The Board of Directors’ proposals and financial statements documents will also be available at the General Meeting, and copies of them and this Notice of the Meeting will be sent to the shareholders on request.
The right to participate
A shareholder who, no later than 13 March 2017, has been entered as a shareholder in the Company’s shareholders register kept by Euroclear Finland Ltd. and has registered to the Company no later than 16 March 2017 at 15.00 (3 p.m.), has the right to participate in the Annual General Meeting.
A shareholder present in the General Meeting has the right to enquire about the issues handled at the meeting as referred to in section 5:25 of the Companies Act.
Registration
A shareholder who wishes to participate in the General Meeting shall inform the Company about his/her participation no later than Thursday 16 March 2017 at 15.00 (3 p.m.), either by e-mail to osakaspalvelu(at)raisio.com or by telephone +358 50 386 4350 (from Monday to Friday from 9.00 a.m. to 4 p.m.) or by fax +358 2 443 2315 or by a letter addressed to Raisio plc, Osakeasiat (Shareholder matters), P.O. Box 101, FI-21201 Raisio, Finland.
In connection with registration, the following information shall be given: shareholder’s name, identity number or Business ID, address and telephone number, name of possible assistant, and whether the shareholder will use a representative, and his/her name and identity number.
Using a representative and the powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights via a representative. The representative must present a dated power of attorney or otherwise reliably prove that he/she is entitled to represent the shareholder. If a shareholder participates in the General Meeting through several representatives, who represent the shareholder by shares in different book-entry accounts, the shares by which each representative represents the shareholder must be given in connection with the registration. Any powers of attorney should be submitted as originals to the Company before the expiration of the registration time to the following address Raisio plc, Osakeasiat (Shareholder matters), P.O. Box 101, FI-21201 Raisio, Finland.
Owners of shares under a name of a nominee
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on 13 March 2017 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Ltd. at the latest by 20 March 2017, by 10.00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.
Shareholders who hold their shares under a name of a nominee are requested to contact their fiduciary in time for the necessary instructions concerning registration into the shareholders register, submitting of powers of attorney and registration to the General Meeting. The account manager of the fiduciary has to report the owner of a share under a name of a nominee, wishing to participate in the General Meeting, to be entered temporarily in the shareholders register of the Company no later than 20 March 2017 by 10.00 a.m.
Number of shares and votes
On the date of the notice of General Meeting, the share capital of Raisio plc is divided into 132,465,939 free shares that give 132,465,939 votes, and 32,683,091 restricted shares that give 653,661,820 votes.
Raisio, 13 February 2017
BOARD OF DIRECTORS
Raisio plc
Heidi Hirvonen
Communications and IR Manager
tel. +358 50 567 3060
Further information:
Janne Martti, Director, Compliance, tel. +358 50 556 6521
Raisio plc
Raisio plc is an international specialist in plant-based nutrition. Raisio’s operations are divided into two divisions: Brands and Raisioagro. The Group’s key market areas are Finland, Great Britain, the Czech Republic, Russia and Poland. Markets for cholesterol lowering Benecol products are global. Raisio plc’s shares are listed on Nasdaq Helsinki Ltd. In 2016, the Group's net sales totalled EUR 436 million and comparable EBIT was EUR 50.7 million. The Group employs some 1,400 people. Raisio’s best-known brands are Benecol, Benemilk, Elovena, Fox’s and Poppets. Benemilk feeds for milk production and Benecol for cholesterol lowering are Raisio’s top innovations. For more information on Raisio go to www.raisio.com/en
Distribution
Nasdaq
Key media
www.raisio.com