Proposals of the Board of Directors to the Annual General Meeting of Apetit Plc

I DIVIDEND

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.70 per share be paid on the financial year 2014.

II ELECTION OF THE AUDITOR AND FEES

The Board of Directors proposes to the Annual General Meeting that two regular auditors be appointed for the company and that Mr. Pasi Karppinen, APA, and PricewaterhouseCoopers Oy, Authorized Public Accountants, with Jari Viljanen, APA, as the auditor with principal authority be elected as auditors for the period ending with the close of the 2016 Annual General Meeting.

Furthermore, the Board of Directors proposes that the auditor's fee be reimbursed according to invoice approved by the company.

III SHARE ISSUE AND TREASURY SHARE TRANSFER AUTHORISATIONS

The Board of Directors proposes that the Annual General Meeting give it authorisation to decide on issuing shares, which would include the right to issue new shares or transfer Apetit shares held by the company. The authorisation would cover a maximum total of 761,757 shares, of which a maximum of 634,479 can be new shares and 127,278 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 minimum subscription price for each new share will be the nominal value of the share (EUR 2). The minimum transfer price for Apetit 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 NASDAX OMX Helsinki Ltd. The Board of Directors will also have the right to issue shares against consideration other than cash. In share-based incentive schemes, shares can also be issued without consideration.

It is proposed that the authorisation would be valid until the 2018 Annual General Meeting. The authorisation revokes the earlier authorisation to issue shares, given on 28 March 2012, and the authorisation to transfer Apetit Plc shares, given on the same date.

APETIT PLC
Board of Directors

For more information:
CEO Veijo Meriläinen, tel. +358 10 402 00

Distribution:
NASDAQ OMX Helsinki
Main media
www.apetitgroup.fi