Board of Directors’ Proposals to Raisio plc’s Annual General Meeting 2021

Raisio plc, Stock Exchange Release, 10 February 2021

Board of Directors’ Proposals to Raisio plc’s Annual General Meeting 2021

Raisio plc’s Annual General Meeting is planned to be held on 13 April 2021 at 2 p.m. (EET) in Raisio, Finland. The Annual General Meeting will be convened based on the temporary legislative act to limit the spread of Covid-19 pandemic (677/2020). Therefore, the shareholders and their proxy representatives will be able to participate in the Annual General Meeting and exercise the shareholders’ rights only by voting in advance and by submitting counterproposals and presenting questions in advance. It will not be possible to attend the Annual General Meeting in person at the meeting venue. Further information and instructions on participation and advance voting, as well as on counterproposals and advance questions will be available in the notice of the Annual General Meeting, to be published as a stock exchange release and on the company’s website on or about 2 March 2021.

The Board of Directors presents the following proposals to the Annual General Meeting.  

Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board proposes that a dividend of EUR 0.13 be paid per each restricted and free share. The dividend will be paid on 22 April 2021 to the shareholders entered on the dividend record date 15 April 2021 in the list of company’s owners held by Euroclear Finland Ltd.

Advisory resolution on the Remuneration Report of the governing bodies

The Board of Directors will present to the Annual General Meeting the Remuneration Report about the remuneration of the company’s governing bodies during the financial year 2020. The Remuneration Report will be available on the company’s website (https://www.raisio.com/en/investors/corporate-governance/annual-general-meetings/) on 2 March 2021.

Resolution on the remuneration of the auditors

The Board of Directors proposes on the recommendation of the Board’s Audit Committee that the auditors will be paid a remuneration for the financial year 2021 as per the invoice accepted by the company.

Resolution on the number of auditors and deputy auditors

The Board of Directors proposes on the recommendation of the Board’s Audit Committee that the Annual General Meeting elect two auditors and two deputy auditors for the term that will continue until the end of the following Annual General Meeting.

Election of auditors and deputy auditors

The Board of Directors proposes on the recommendation of the Board’s Audit Committee that Esa Kailiala (APA) and Kimmo Antonen (APA), be re-elected as auditors and Niklas Oikia (APA) and auditing company KPMG Oy Ab be re-elected as deputy auditors for the term that will continue until the end of the following Annual General Meeting.

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 Annual 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 the conclusion of the following Annual General Meeting, and at the latest until 30 April 2022, and it cancels the authorisation granted by the Annual General Meeting on 27 April 2020.

Authorising the Board of Directors to decide on the issuance of shares

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 12,500,000 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 Annual General Meeting could decide thereon.

The authorisation will be valid until the conclusion of the following Annual General Meeting, and at the latest until 30 April 2022, and it cancels the authorisation granted by the Annual General Meeting on 27 April 2020.

Documents of the Annual General Meeting

The Board’s proposals are available on the company’s website (https://www.raisio.com/en/investors/corporate-governance/annual-general-meetings/). The Annual Review of Raisio plc, which includes the Financial Statements, the Consolidated Financial Statements, the report of the Board of Directors, the auditors’ report for the year 2020 and the statement given by the Supervisory Board, as well as the Remuneration Report will be published as a stock exchange release and will be available on the Company’s website on 2 March 2021.

RAISIO PLC

Board of Directors

Further information:
Mika Saarinen, Director – Treasury, IR and Communications

Tel. +358 400 726 808, communications@raisio.com

Aija Immonen, Secretary of the Board of Directors

Tel +358 44 782 1356, osakaspalvelu@raisio.com