Raisio plc, Stock Exchange Release 12 February 2019
NOTICE OF GENERAL MEETING
The shareholders of Raisio plc are hereby invited to the Annual General Meeting which will be held on Tuesday 19 March 2019 at 14.00 (2 p.m.) at Turku Fair 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 € 0.16 be paid per each restricted and free share, including an extra dividend of € 0.04 per each restricted and free share. Dividend will be paid on 3 April 2019 to the shareholders entered in the list of owners kept by Euroclear Finland Ltd. on the record date 21 March 2019.
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
Shareholders who hold 7.5% of the shares and 15.7% of the votes propose that (1) the Chairman of the Supervisory Board be paid a yearly remuneration of € 12,000, that (2) the Chairman of the Supervisory Board be paid for each Board Meeting attended a remuneration equal to the meeting fee paid for each meeting of the Supervisory Board, and that (3) the Chairman and members of the Supervisory Board be paid a fee of € 350 for each meeting of the Supervisory Board, in addition to which their travel expenses will be compensated and they will receive per diem allowance for meeting days according to the company’s travelling rules.
11. Deciding on the number of the members of the Supervisory Board
Shareholders who hold 7.5% of the shares and 15.7% of the votes propose that the number of members of the Supervisory Board be 25.
12. Election of the members of the Supervisory Board
Shareholders who hold 7.5% of the shares and 15.7% of the votes propose that for the term commencing at the closing of the General Meeting, John Holmberg, Linda Langh, Jukka Niittyoja, Juha Salonen, Matti Seitsonen, Urban Silén ja Mervi Soupas, whose term ends in 2019 be re-elected.
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
The proposal of the Supervisory Board of Raisio plc on this item of the agenda is estimated to be published as stock exchange release on 15 February 2019 at the latest.
14. Deciding on the number of the members of the Board of Directors
The proposal of the Supervisory Board of Raisio plc on this item of the agenda is estimated to be published as stock exchange release on 15 February 2019 at the latest.
15. Election of the members of the Board of Directors
The proposal of the Supervisory Board of Raisio plc on this item of the agenda is estimated to be published as stock exchange release on 15 February 2019 at the latest.
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 2019 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, 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 2020.
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 21 March 2018 cease to be in force as from 19 March 2019.
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 valid until 30 April 2020.
Furthermore, the Board of Directors proposes that the authorisation to decide on share issues granted to the Board of Directors by the Annual General Meeting on 21 March 2018 cease to be in force as from 19 March 2019.
21. Closing of the meeting
Display of the documents for public inspection The abovementioned proposals 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 26 February 2019. 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 8 March 2019. The Board of Directors’ proposals and financial statements documents will also be available at the General Meeting.
The right to participate
A shareholder who, no later than 7 March 2019, 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 12 March 2019 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 Tuesday 12 March 2019 at 15.00 (3 p.m.), either: - through the Company’s web site https://www.raisio.com/en/agm ; - by e-mail to osakaspalvelu(at)raisio.com; - by telephone +358 50 386 4350 (from Monday to Friday from 9 a.m. to 3 p.m.) 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 or 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 7 March 2019 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 14 March 2019, by 10 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 14 March 2019 by 10 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 133 372 860 free shares that give 133 372 860 votes, and 31 776 170 restricted shares that give 635 523 400 votes.
Raisio, 12 February 2019
BOARD OF DIRECTORS
Raisio plc
Raisio is an international company specialised in healthy, responsibly produced food. Our well-known brands include, for example, Benecol, Elovena, Nalle and Sunnuntai. In Raisio’s products, the focus is on well-being, health, good taste and sustainable development. Profitable growth is ensured through our strong expertise and passion for creating new. Raisio’s shares are listed on Nasdaq Helsinki Ltd. In 2018, the Group’s net sales for continuing operations totalled EUR 228 million and comparable EBIT was EUR 26 million. Our food is good for Health, Heart and Earth. For more information on Raisio go to www.raisio.com .
Distribution Nasdaq Key media www.raisio.com
