Raisio plc: Board of Directors' Proposals to Raisio plc's Annual General Meeting 2022
Raisio plc Stock Exchange Release, 9 February 2022
Board of Directors’ Proposals to Raisio plc’s Annual General Meeting 2022
Raisio plc’s Annual General Meeting is planned to be held on 12 April 2022 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 17 March 2022.
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 to the Annual General Meeting that a dividend of EUR 0.14 be paid per each restricted and free share, including an extra dividend of EUR 0.04 per each restricted and free share. The dividend will be paid on 26 April 2022 to the shareholders entered on the dividend record date 14 April 2022 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 2021. The Remuneration Report will be available on the company’s website (www.raisio.com/en/investors/corporate-governance/annual-general-meetings/) on 17 March 2022.
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 2022 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 auditing company Ernst & Young Oy (with Mikko Järventausta, APA, as the responsible auditor) and Minna Viinikkala (APA), be elected as auditors and Heikki Ilkka (APA) and Fredrik Mattsson (APA) be elected as deputy auditors, all for the term that will continue until the end of the following Annual General Meeting.
The Board of Director’s Audit Committee has prepared its proposal to the Board on the election of statutory auditor in accordance with the Auditing Regulation (EU) (537/2014). Based on the said Regulation, the Audit Committee has evaluated several different auditor candidates using as selection criteria e.g. pricing, experience and expertise of industry. Based on the evaluation, the Audit Committee’s primary recommendation is Ernst & Young Oy.
The Audit Committee confirms that its recommendation is free from influence by any third party and that no clause as set out in Article 16, Section 6 of the Audit Regulation restricting the choice by the AGM of the company’s free choice to propose an auditor for election, has been imposed on the company.
Forfeiture of the shares entered in a joint book-entry account and of the rights attached to such shares
Raisio plc’s shares were incorporated in the book-entry system on 26 November, 1994. Shareholders were at the time required to present their share certificates and request the shares to be registered in their book-entry account within the registration period by the date of registration (25 November 1994). The shares that were not incorporated in a book-entry system, have been held on a book-entry account opened on behalf of the shareholders (the "Joint Account"). The Joint Account was meant for the temporary custody of the shares, until the shareholders register their shares in their own book-entry account. There are still shares on the Joint Account, because the owners of such shares have not made a declaration for registration.
Based on provisions of the Finnish Companies Act, the General Meeting may decide on the forfeiture of the shares held in the Joint Account, as well as all rights attached to them ten years after the date of registration and from the date the Companies Act entered into force. The Companies Act entered into force on 1 September, 2006.
The Board of Directors proposes that the Annual General Meeting decides, in accordance with Chapter 3, Section 14 a, subsection 3of the Finnish Companies Act, on the forfeiture of the rights to all the shares entered in the Joint Account, as well as of the rights attached to such shares. The forfeiture concerns shares held on the Joint Account that have not been validly requested to be registered in the book-entry system prior to the relevant resolution of the Annual General Meeting (by 2 p.m. EET on 12 April, 2022) . In case the share certificate is missing, a request for the shares to be registered must be made no later than within the abovementioned time limit and the request for conversion must be finalized no later than by 4 p.m. EET on 30 November, 2022.
On 8 February, 2022 the Joint Account holds a total of 588,128 restricted shares and 178,270 free shares, corresponding to ca. 0.5 per cent of all shares and ca. 1.6 per cent of all the votes. The forfeiture therefore applies to the maximum share amount stated above less the number of shares, for which the registration request has been validly made prior to the decision of the Annual General Meeting and, in case the share certificate is missing, the request for conversion has been finalized no later than by 4 p.m. EET on 30 November, 2022.
If the Annual General Meeting resolves on the forfeiture of the shares on the Joint Account and of the rights attached to such shares, such shares become treasury shares and the provisions of the Finnish Companies Act on treasury shares shall be applied to them. The company may therefore keep the shares in its possession or cancel or transfer them in accordance with the provisions of the Finnish Companies Act. Further instructions to shareholders regarding requests to have shares held on the Joint Account to be entered in to their own book-entry account are available on the company’s web site (www.raisio.com/en/investors/raisios-shares/raisio-companies-old-shares/).
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 2023, and it cancels the authorisation granted by the Annual General Meeting on 13 April 2021.
Authorising the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on share issues (1) by assigning a total of no more than 6,400,000 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 10,000,000 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.
The authorisation will be valid until the conclusion of the following Annual General Meeting, and at the latest until 30 April 2023, and it cancels the authorisation granted by the Annual General Meeting on 13 April 2021.
Documents of the Annual General Meeting
The Board’s proposals are available on the company’s website (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 2021 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 17 March 2022.
RAISIO PLC
Board of Directors
Further information:
Mika Saarinen, CFO
Tel. +358 400 726 808
Sari Koivulehto-Mäkitalo, CLO
Tel +358 40 594 9512, osakaspalvelu@raisio.com
RAISIO PLC
Raisio’s purpose is to make food which is good for Health, Heart and Earth. Our growth drivers and focus areas are Benecol® and plant stanol ester solutions, plant based foods, branded oat products for consumers and oat as raw material for industry. Our strong brands include for example, Benecol®, Beanit®, Elovena®, Sunnuntai®, Torino® and Benella®. In our products the focus is on well-being, health, good taste and responsibility. Raisio's values − courage, fairness and drive − guide us towards our targets. Raisio’s shares are listed on Nasdaq Helsinki Ltd. In 2020, the Group’s net sales totaled EUR 234 million and EBIT was EUR 28 million. Raisio employs about 380 people. www.raisio.com.