Apetit Plc: Invitation to the Annual General Meeting
Apetit Plc, Stock Exchange Release on 20 February 2019 at 8:30 a.m.
Annual General Meeting on 28 March 2019 at 1 p.m.
The company’s shareholders are hereby invited to the Annual General Meeting, which will be held on Thursday 28 March 2019 at 1 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 begin at 11 a.m.
A. The following matters will be dealt with at the meeting:
1. Opening of the meeting
2. Election of chair 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. Declaration of attendance and the voting list
8. Presentation of the financial statements for 2018
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 dividend
The Board of Directors proposes that a dividend of EUR 0.40 per share be paid for 2018 on the basis of the adopted balance sheet. The dividend will be paid to shareholders who are registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date of 1 April 2019. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 8 April 2019.
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
The membership term in the Supervisory Board of Jussi Hantula, Risto Korpela, Jonas Laxåback, Pekka Perälä, Timo Ruippo and Veli-Pekka Suni is expiring. The company has received proposals from six individual shareholders to re-elect the resigning persons as the members of the Supervisory Board. According to the information received by the company, each shareholder has proposed one member.
16. Election of two members to the Supervisory Board’s Nomination Committee
The company has received proposals from two shareholders for the two members to be elected to the Nomination Committee of the Supervisory Board at the Annual General Meeting. Heikki Laurinen and Tero Maaranen are proposed to be elected to the Nomination Committee. Each shareholder has proposed one member.
17. Resolution on the number and remuneration of the auditors
The Board of Directors proposes that the number of the auditors be two (2). In addition, the Board of Directors 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 proposes to the Annual General Meeting that Pasi Karppinen, APA, and PricewaterhouseCoopers Oy, Authorised Public Accountants, with Tuomo Korte, APA, as the auditor with principal authority, be appointed as auditors for the period ending with the close of the 2020 Annual General Meeting.
19. Closing of the meeting
B. Documents of the General Meeting
The proposals of the Board of Directors and the invitation to the meeting are available on the company’s website at apetit.fi/en/agm2019. The company’s financial statements will be available on the company’s website as of 6 March 2019 at the latest. Copies of these documents will be sent to shareholders upon request and will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the company’s website as of 11 April 2019.
C. Instructions for persons attending the Annual General Meeting
Right to attend and registration
Shareholders whose shares have been registered in the register of shareholders kept by Euroclear Finland Ltd no later than 18 March 2019 have the right to attend the Annual General Meeting. Shareholders must be prepared to prove their identity.
Shareholders wishing to attend the Annual General Meeting must notify the company of this by 4 p.m. on Friday 22 March 2019 through the company’s website at apetit.fi/en/agm2019, or in writing to: Apetit Plc, Tuija Österberg, Sörnäistenkatu 1, 00580 Helsinki, by phone (+358 10 402 2110/Tuija Österberg) or by email (tuija.osterberg@apetit.fi). If notice is given by post, the letter must arrive before the end of the notification period. Any proxy documents should be delivered to the above-mentioned address before the end 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 their 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 p.m. on 22 March 2019.
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. The asset manager’s account management organization must register a holder of nominee registered shares who wants to participate in the meeting for temporary entry in the company’s shareholder register by 10 a.m. on 25 March 2019.
Other instructions and information
On the date of this notice, Apetit Plc’s total number of shares is 6,317,576. The company holds 100,955 treasury shares, which provide no voting rights at the Annual General Meeting.
The company’s Annual Report will be published in the week beginning 4 March 2019 in Finnish and English on Apetit Plc’s website.
Säkylä, 19 February 2019
APETIT PLC
Board of Directors