Raisio plc: Decisions by the Annual General Meeting 12 April 2022

Tue, Apr 12, 2022 14:30 CET

Raisio plc, Stock Exchange Release 12 April 2022 at 15.30 EET

Raisio plc’s Annual General Meeting (AGM) was held on 12 April 2022 at the Company’s headquarters in Raisio. The shareholders and their proxy representatives could only participate in the meeting and exercise the shareholder’s rights by voting in advance as well as by submitting counterproposals and asking questions in advance. It was not possible to participate in the meeting in person at the meeting venue. The extraordinary meeting procedures were based on the temporary legislation (375/2021) to prevent the spread of the Covid-19 pandemic.

The AGM approved the financial statements, including the consolidated financial statements for the financial year 1 January – 31 December 2021 and granted the members of the Board of Directors and the Supervisory Board as well as the CEO discharge from liability. In addition, the AGM adopted the Remuneration Report of the company’s governing bodies in an advisory vote.

Dividend payment

The AGM approved of the Board of Directors’ proposal to pay a dividend of EUR 0.14 for each restricted and free share. The dividend will be paid on 26 April 2022 to each shareholder who is entered in the list of company’s owners on the dividend record date of 14 April 2022.

Members of the Supervisory Board and their remuneration

The number of members of the Supervisory Board was confirmed to be 25. John Holmberg, Linda Langh, Jukka Niittyoja, Juha Salonen, Matti Seitsonen, Urban Silén and Mervi Soupas were re-elected as the members of the Supervisory Board, all for the term commencing at the closing of this AGM.

The annual remuneration payable to the Chairman of the Supervisory Board will be EUR 12,000 and the members will receive a payment of EUR 350 for each meeting, in addition to which their travel expenses will be compensated and they will receive a per diem allowance for the meeting days according to the company’s travelling rules. The AGM also decided to pay the Chairman of the Supervisory Board – and if he is unable to attend, to the Deputy Chairman - a fee of EUR 350 for each Board Meeting attended.

Members of the Board of Directors and their remuneration

The number of members of the Board of Directors was confirmed to be five, and Erkki Haavisto, Leena Niemistö, Ann-Christine Sundell, Pekka Tennilä and Arto Tiitinen were re-elected as members, all of them for the term commencing at the closing of this AGM.

The Chairman of the Board will be paid a monthly remuneration of EUR 5,000 and the members a monthly remuneration of EUR 2,500. Approximately 20% of this remuneration shall be paid by assigning shares in the company’s possession and approximately 80% in cash. The remuneration will be paid in two equal instalments during the term so that the first payment will be made on 15 June and the second on 15 December. In addition to this, a remuneration of EUR 800 in cash will be paid to the Chairman of the Board for each Board meeting and to the chairmen of the committees for each committee meeting and a remuneration of EUR 400 in cash to the members of the Board for each Board meeting, including the meetings of Board’s committees. Moreover, they will receive a per diem allowance for meeting days and their travel expenses will be compensated according to the company’s travelling rules.

Auditor and deputy auditor

Auditing company Ernst & Young Oy (with Mikko Järventausta, APA, as the responsible auditor) and Minna Viinikkala (APA), were elected as auditors and Heikki Ilkka (APA) and Fredric Mattsson (APA) were elected as deputy auditors, all for the term that will continue until the end of the following AGM. It was resolved that the auditors will be paid a remuneration for the financial year 2022 as per the invoice accepted by 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.

Based on the Board’s proposal the AGM resolved in accordance with Chapter 3, Section 14 a, subsection 3 of the Finnish Companies Act on the forfeiture of the shares held on the Joint Account which had not been validly requested to be registered in the book-entry system prior to the relevant resolution of the AGM 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 have been 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.

Forfeited 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.

The Joint Account holds a total of 587,728 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. 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 website (www.raisio.com/en/investors/raisios-shares/raisio-companies-old-shares/).

Board authorisation to decide on repurchase/pledge of shares

The AGM authorised 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.

Board authorisation to decide on the issuance of shares

The AGM authorised 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.

Minutes of the AGM

The minutes of the AGM will be available on the company’s website (https://www.raisio.com/en/investors/corporate-governance/annual-general-meetings/) no later than on 26 April 2022.

Investor enquiries:
Mika Saarinen, CFO, tel. +358 400 726 808

Further information:
Sari Koivulehto-Mäkitalo, CLO, tel +358 40 594 9512

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 2021, the Group’s net sales totaled EUR 246 million and comparable EBIT was EUR 22 million. Raisio employs about 400 people. www.raisio.com.