Decisions by the Annual General Meeting of Apetit Plc
Decisions by the Annual General Meeting of Apetit Plc
Apetit Plc, Stock Exchange Release on 27 March 2018 at 3:30 p.m.
The Annual General Meeting on 27 March 2018 approved the parent company's and consolidated financial statements for the financial year 1 January - 31 December 2017 and discharged the members of the Supervisory Board and the Board of Directors and the CEOs from liability. The Annual General Meeting decided to distribute a dividend of EUR 0.70 per share in accordance with the Board proposal. The Board of Directors' proposals were approved without changes.
DIVIDEND
The Board of Directors decided that a dividend of EUR 0.70 per share be paid for the financial year 2017. The dividend will be paid to shareholders who are registered in the company’s share-holder register maintained by Euroclear Finland Ltd on the record date of 29 March 2018. No dividend will be paid on shares held by the company.
AUTHORISATION TO ISSUE SHARES AND TRANSFER APETIT PLC SHARES
The Board of Directors authorised the Board to decide on share issues by issuing new shares or by transferring Apetit Plc shares held by the company. The authorisation covers a maximum total of 626,757 shares, of which a maximum of 520,331 can be new shares and 106,426 can be Apetit Plc shares held by the company at the publication of the invitation to the meeting.
The authorisation includes the right to deviate from the shareholders’ pre-emptive subscription right (targeted issue) if the company has an important financial reason for doing so, such as the development of the company’s capital structure, the financing and implementation of corporate acquisitions or other arrangements, or the implementation of a share-based incentive or reward scheme.
The subscription price for each new share will be at least the share’s nominal value (EUR 2). The minimum transfer price for Apetit Plc shares held by the company will be the market value of the share at the time of transfer, determined by the price quoted in public trading on Nasdaq Helsinki. The Board of Directors will also have the right to issue shares against considerations other than cash. In share-based incentive schemes, shares can also be issued without consideration.
The authorisation is valid until the 2021 Annual General Meeting. The authorisation revokes the earlier authorisation to issue shares given on 25 March 2015 and the authorisation to transfer Apetit Plc shares given on the same date.
ELECTION OF THE MEMBERS OF THE SUPERVISORY BOARD, THE MEMBERS OF THE SUPERVISORY BOARD'S NOMINATION COMMITTEE AND THE AUDITORS, AND REMUNERATION
The Annual General Meeting confirmed that the Supervisory Board will have 18 members elected by the Annual General Meeting. Seven persons were appointed to replace members of the Supervisory Board completing their term. Harri Eela, Laura Hämäläinen, Aki Kaivola, Jari Nevavuori, Markku Pärssinen and Johanna Takanen were re-elected. Juha Hämäläinen was elected as a new member.
Jorma Takanen and Sauli Lähteenmäki were elected by the Annual General Meeting as the members of the Supervisory Board's Nomination Committee.
Pasi Karppinen, APA, and PricewaterCoopers Oy Authorised Public Accountants with Jari Viljanen, APA, as responsible auditor, were elected as auditors for the period ending with the close of the 2019 Annual General Meeting.
The Annual General Meeting decided that the monthly fee paid to the Supervisory Board’s chairman is EUR 1,000, and to the deputy chairman EUR 665. The meeting allowance paid to the members of the Supervisory Board and the members of the Supervisory Board´s Nomination Committee is EUR 300. In addition, compensation for travelling expenses are paid in accordance with the general travel rules of Apetit Plc. The auditors’ fees are paid according to an invoice approved by the company.
The minutes of the Annual General Meeting will be available on the company’s website, www.apetitgroup.fi/en, as of 10 April 2018.
Apetit Plc
For further information, please contact:
Asmo Ritala, Corporate Councel, tel, +358 10 402 4005
Apetit is number one in vegetables. It is a food industry company firmly rooted in Finnish primary production. We create well-being with vegetables by offering healthy and tasty food solutions that make daily life easier. We also produce high-quality vegetable oils and rapeseed expellers for feeding stuff, and trade grain on the international markets. Apetit seeks to lead the way in vegetable-based food solutions. Apetit Plc’s shares are listed on Nasdaq Helsinki. In 2017, the company’s net sales were EUR 314 million and it had approximately 560 employees. Read more at apetitgroup.fi.