Annual General Meeting to be held on 24 March 2017 at 1:00 p.m.
The company’s shareholders are hereby invited to the Annual General Meeting, which will be held on Friday 24 March 2017 at 1:00 p.m. in Apetit Plc’s ‘Myllynkivi’ staff restaurant at Iso-Vimma, Säkylä. Reception of those who have registered for the meeting and the distribution of voting tickets will commence at 11:00 a.m.
A. The following matters will be dealt with at the meeting:
1. Opening of the meeting
2. Election of chairman for the meeting
3. Election of secretary for the meeting
4. Declaring the meeting legal and quorate
5. Election of minute-checkers and vote-counters
6. Order of business and addressing the meeting
7. Declaring attendance and the voting list
8. Presentation of the financial statements for 2016
9. Presentation of the auditor’s report
10. Presentation of the Supervisory Board’s statement based on the financial statements, Board of Directors’ report and auditor’s report
11. Adoption of the financial statements and consolidated financial statements
12. Distribution of the profits shown on the balance sheet and resolution on the payment of dividends
The Board of Directors proposes that a dividend of EUR 0.70 per share be paid for the financial year 2016 on the basis of the adopted balance sheet. The dividend will be paid to shareholders who are registered in the company’s shareholder register kept by Euroclear Finland Ltd on the record date of 28 March 2017. The Board of Directors will propose to the Annual General Meeting that the dividend be paid on 4 April 2017.
13. Resolution on discharging the members of the Supervisory Board, the members of the Board of Directors and the CEO from liability
14. Resolution on the number of members of the Supervisory Board and their remuneration
15. Election of the members of the Supervisory Board
16. Appointment of two members to the Supervisory Board’s Nomination Committee
17. Resolution on the number of auditors and their remuneration
The Board of Directors proposes that two regular auditors be appointed for the company. The Board of Directors also proposes that the auditors’ fee be paid in accordance with the auditing invoice approved by the company.
18. Appointment of auditors
In accordance with the recommendation of the Corporate Governance Code for listed companies, the Board of Directors will propose to the Annual General Meeting that Pasi Karppinen, APA, and PricewaterhouseCoopers Oy, Authorized Public Accountants, with Jari Viljanen, APA, as the auditor with principal authority be appointed as auditors for the period ending with the close of the 2018 Annual General Meeting.
19. Closing of the meeting
B. Documents of the General Meeting
The proposed resolutions of the Board of Directors and the invitation to the meeting are available on the company’s website at www.apetitgroup.fi . The company’s financial statements will be available on the above-mentioned website as of 3 March 2017 at the latest. Copies of these documents will be sent to shareholders upon request and they will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 7 April 2017.
C. Instructions for persons attending the Annual General Meeting
Right to attend and registration
Shareholders who on 14 March 2017 are registered in the company’s register of shareholders kept by Euroclear Finland Ltd shall have the right to attend the Annual General Meeting.
Shareholders wishing to attend the Annual General Meeting must notify the company of this no later than 4.00 p.m. on Friday 17 March 2017 either through our website ( www.apetitgroup.fi/yhtiokokous ), in writing (Apetit Plc, Tuija Österberg, PO Box 100, FI-27801 Säkylä), by phone (+358 10 402 2110/Tuija Österberg) or by e-mail ( tuija.osterberg@apetit.fi ). If notice is given by letter, this must arrive before the expiry of the notification period. Any proxy documents should be delivered to the above-mentioned address before the expiry of the notification period.
Pursuant to chapter 5, section 25 of the Limited Liability Companies Act, shareholders who are present at the Annual General Meeting have the right to request information on matters considered at the meeting.
Proxies and proxy documents
Shareholders may participate in and exercise their rights at the Annual General Meeting by means of proxy representation. A shareholder’s proxy must produce a dated proxy document or must otherwise demonstrate reliably his/her right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the meeting by means of several proxies representing the shareholder with shares in different book-entry accounts, the shares with which each proxy represents the shareholder must be notified in connection with the registration for the Annual General Meeting.
Any proxy documents should be delivered as originals to the company no later than the expiry of the notification period at 4.00 p.m. on 17 March 2017.
Holders of nominee registered shares
Holders of nominee registered shares are advised to request in good time from their asset manager the necessary instructions regarding registration in the company’s shareholder register, the provision of proxy documents and registration for the Annual General Meeting.
If a holder of nominee registered shares wishes to attend the Annual General Meeting, he or she must be registered for temporary entry in the company’s shareholder register by the asset manager’s account management organisation no later than 10.00 a.m. on 17 March 2017.
Other instructions and information
On the date of this notice, Apetit Plc’s total number of shares is 6,317,576. The company holds a total 116.805 shares, which do not have voting rights in the Annual General meeting
The company’s Annual Report will be published in the week beginning 27 February 2017 in Finnish and English on Apetit Plc’s website. The printed version of the Annual Report will be sent to those who order it on the website ( www.apetitgroup.fi/en/investors ). The printed version of the Annual Report will be posted during the week beginning 13 March 2017.
Säkylä, 22 February 2017
APETIT PLC
Board of Directors
Distribution:
Nasdaq Helsinki Main media www.apetitgroup.fi
