Raisio Group plc Stock Exchange Release 1 (2)
26 March 2004 at 18.00 Finnish time
RAISIO GROUP ANNUAL GENERAL MEETING 26 MARCH 2004
Raisio Groups Annual General Meeting approved the 2003 financial
statements and discharged those accountable from liability. In
accordance with the proposal made by the Board of Directors, the AGM
resolved an extension of share issue authorizations and payment of a
dividend of EUR 0.01 per share.
A total of 2,832 shareholders were present in person or represented by
proxy at the AGM, representing 27,427,045 shares, or 16.6 per cent of
the total. The meeting was chaired by Raimo Immonen, LL.D.
The AGM decided that a dividend of EUR 0.01 per restricted/free share
would be paid for 2003. This dividend will be paid to all shareholders
entered in the shareholders register on the matching date, 31 March,
2004. The pay-out date will be 7 April, 2004.
EXTENSION OF SHARE ISSUE AUTHORIZATIONS
The Annual General Meeting authorized the Board to decide, for a
period of one year from the AGM decision, on the following: a raise in
share capital in one or more new issues, and/or an issue of
convertible bonds. Furthermore the AGM authorized the Board to decide
on the principles by which the subscription price is decided, and also
on all other terms of the bond, conversion and/or subscription in so
far as these are not specified in the authorization decision.
A maximum of 20,000,000 new restricted and/or free shares can be
subscribed in one or more new issues or through the convertible bonds
or option rights. Yet the subscription of restricted shares can not
exceed 5,000,000 shares. Under the authorization, share capital may be
raised by a maximum of EUR 3,363,758.53. The Board of Directors was
granted the right to decide who is entitled to subscribe shares and/or
convertible bonds. The shareholders pre-emptive subscription right
can be departed from only when there is an important financial reason
from the companys point of view and the authorization is used to
arrange for financing for a corporate acquisition or purchase of
business operations, to set up cooperation arrangements between
companies or to strengthen the companys capital structure. However,
the decision can not be made to benefit a person belonging to the
inner circle of the company (defined in Chapter 1, Section 4 of the
Finnish Companies Act).
The Board of Directors was further granted the right to decide on the
subscription against capital contributions or otherwise according to
specific terms or by using its right of set-off.
In March 2003 the Annual General Meeting obliged the chairman and the
deputy chairman of the Supervisory Board to form a committee in order
to prepare a suggestion for the next shareholders meeting to decrease
the number of members in the Supervisory Board to the minimum number
(21) or close to it. After publishing of the AGM invitation the
committee changed its proposal based on discussions with some owners.
The AGM decided, according to the new proposal, to decrease the number
of the Supervisory Board members sooner than first suggested, i.e. to
25 members from 1 January 2005.
For 2005-2007 Juhani Enkovaara, Erkki S. Koskinen, Hans Langh, Johan
Laurén, Asko Leinonen and Yrjö Ojaniemi were re-elected to the
The Chairman of the Supervisory Board, Mr Vesa Lammela stated in his
opening remarks: In December 2003 the Corporate Governance
recommendations for the Finnish listed companies were published. These
recommendations will come into effect on 1 July 2004. Raisio Group has
already adopted many parts of it. For the next shareholders meeting a
proposal related to the need of amendments in the Articles of
Association will be prepared. Because the new recommendation and the
planned changes in the Finnish Companies Act will downsize the power
of the Supervisory Board, I feel that in the longer run Raisio Group
could move from the current three-level decision making into two-
levels, and the Supervisory Board could be ceasedö. Vesa Lammela
announced that he will personally resign from the Supervisory Board
immediately after the AGM.
Authorized Public Accountants Johan Kronberg and Mika Kaarisalo were
elected as regular auditors for the financial year 2005, with
Authorized Public Accountants PricewaterhouseCoopers Ltd and Kalle
Laaksonen as deputies.
RAISIO GROUP PLC
Executive Vice President, Communications and Investor Relations
tel. +358 2 443 2240, gsm +358 50 590 9398
Raisio is an international company specialised in healthy, responsibly produced food, ingredients and fish feeds. Our well-known brands include, for example, Benecol, Elovena, Sunnuntai, Torino and Benella. 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 2019, the Group’s net sales totalled EUR 236 million and EBIT was EUR 27 million. Our food is good for Health, Heart and Earth. For more information on Raisio go to www.raisio.com.