Raisio plc: Notice to the Annual General Meeting

Raisio plc, Stock Exchange Release 17 March 2022

NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Raisio plc of the Annual General Meeting, to be held on Tuesday 12 April 2022 at 2 p.m. EET at the company’s headquarters Raisionkaari 55, 21200 Raisio, Finland.

The company’s shareholders may participate in the Annual General Meeting and exercise their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance. It is not possible for the shareholders or their proxy representatives to participate in the meeting in person at the meeting venue and there will not be any video link to the meeting.  

The company’s Board of Directors has resolved on the exceptional meeting procedures based on the temporary act to prevent the spread of the Covid-19 pandemic (375/2021) in order to hold the meeting in a predictable manner, taking into account the health and safety of the company’s shareholders, personnel and other stakeholders.

Instructions for shareholders are presented in this notice under section C (Instructions for the participants of the Annual General Meeting).

Pre-recorded presentation of the President and CEO Pekka Kuusniemi will be published on the company’s website on the day of the Annual General Meeting at the latest  (www.raisio.com/en/investors/corporate-governance/annual-general-meetings/).
 

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the  following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

Attorney at Law Carl-Henrik Wallin will serve as chairperson of the meeting. In the event Carl-Henrik Wallin is not able to serve as the chairperson due to a weighty reason, the Board of Directors shall appoint another person it deems most suitable to serve as the chairperson.

3. Election of the person to scrutinize the minutes and to supervise the counting of votes

Sari Koivulehto-Mäkitalo, the company’s Vice President of Legal Affairs and Corporate Responsibility, will scrutinize the minutes and supervise the counting of votes. In the event Sari Koivulehto-Mäkitalo is not able to act as the person scrutinizing the minutes and supervising the counting of votes due to a weighty reason, the Board of Directors shall appoint another person it deems most suitable, to act in that role.

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Limited Liability Companies Act will be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd.

6. Presentation of the annual accounts, the consolidated annual accounts, the report of the Board of Directors and the auditor’s report for the year 2021 and the statement given by the Supervisory Board

As participation in the Annual General Meeting is possible only in advance, the Annual Review published on 17 March 2022, which includes the company’s annual accounts, the consolidated annual accounts, the report of the Board of Directors and the auditors’ report and the statement given by the Supervisory Board, is deemed to have been presented to the Annual General Meeting. The Annual Review is available on the company’s website  (www.raisio.com/en/investors/corporate-governance/annual-general-meetings/).

7. Adoption of the annual accounts and the consolidated annual accounts

8. 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. 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.

9. Resolution on the discharge from personal liability to members of the Board of Directors, members of the Supervisory Board and the President and CEO

10. Advisory resolution on the Remuneration Report of the governing bodies

As participation in the Annual General Meeting is possible only in advance, the Remuneration Report published in a stock exchange release on 17 March 2022, is deemed to have been presented to the Annual General Meeting. The Remuneration Report is available on the company’s website (www.raisio.com/en/investors/corporate-governance/annual-general-meetings/).

11. Resolution on the remuneration of the members of the Supervisory Board

Shareholders who hold ca. 5.87 per cent of the shares and ca. 15.98 per cent of the votes propose that the Chairman of the Supervisory Board be paid a yearly remuneration of EUR 12,000 and that the Chairman of the Supervisory Board and members of the Supervisory Board be paid a fee of EUR 350 for each meeting, in addition to which their travel expenses will be compensated and they will receive per diem allowance for meeting days according to the company’s travelling rules and that a meeting fee of EUR 350 be paid to the Chairman – and if he/she is unable to attend, to the Deputy Chairman - for each Board Meeting attended.

12. Resolution on the number of the members of the Supervisory Board

Shareholders who hold ca 5.87 per cent of the shares and ca. 15.98 per cent of the votes propose that the number of members of the Supervisory Board be 25.

13. Election of members of the Supervisory Board

Shareholders who hold ca. 5.87 per cent of the shares and ca. 15.98 per cent of the votes propose that for the term commencing at the closing of the Annual General Meeting John Holmberg, Linda Langh, Jukka Niittyoja, Juha Salonen, Matti Seitsonen, Urban Silén ja Mervi Soupas be re-elected.

Based on the information received by the company, the nominees are independent in relation to the company and from its significant shareholders according to the definition set out in the Finnish Corporate Governance Code and all have given their consent for the election.

14. Resolution on the remuneration of the members of the Board of Directors

Based on the proposals by the Nomination Committee, the Supervisory Board of Raisio proposes that during the term commencing after the closing of the Annual General Meeting, the remuneration payable to the Chairman of the Board would be EUR 5,000 per month and the remuneration to the members of the Board EUR 2,500 per month. Approximately 20% of this remuneration shall be paid by assigning shares in the company’s possession and approximately 80% in cash. The remuneration shall be paid in two equal instalments during the term, so that the first instalment is paid on 15 June and the second on 15 December. In addition to this, a remuneration of EUR 800 would be paid to the Chairman of the Board for each board meeting and to the chairmen of the Board’s committees for each committee meeting and a remuneration of EUR 400 to the members of the Board for each board meeting, including the meetings of the Board’s committees. Remuneration for meetings would be paid in cash. Moreover, they will receive per diem allowance for meeting days and their travel expenses will be compensated according to the company’s travelling rules.

15. Resolution on the number of members of the Board of Directors

Based on the proposals by the Nomination Committee, the Supervisory Board of Raisio proposes that the number of members of the Board of Directors would be confirmed as five (5).

16. Election of members of the Board of Directors

Based on the proposals by the Nomination Committee, the Supervisory Board of Raisio proposes that of the current members of the Board Erkki Haavisto, Leena Niemistö, Ann-Christine Sundell, Pekka Tennilä and Arto Tiitinen would be re-elected for the term commencing at the closing of the Annual General Meeting.

All nominees are independent in relation to the company and from its significant shareholders according to the definition set out in the Finnish Corporate Governance Code and all have given their consent for the election. Further information on the nominees is available on the company’s website (www.raisio.com/en/investors/corporate-governance/annual-general-meetings/).

17. 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.

18. 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.

19. 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’s Audit Committee has prepared its proposal to the Board of Directors 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.

20. 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 3 of 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 15 March, 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/).

21. 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.

22. 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.

23. Closing of the meeting

B. Documents of the Annual General Meeting

This notice, together with proposals for the matters on the agenda of the Annual General Meeting , the Remuneration Report and the Annual Review, which includes the company’s annual accounts, consolidated annual accounts, the report of the Board of Directors and the auditors’ report and the statement given by the Supervisory Board are available on the company’s website (www.raisio.com/en/investors/corporate-governance/annual-general-meetings/). A copy of the abovementioned documents will be sent to shareholders upon request.

The minutes of the meeting will be available on the company’s above mentioned website on 26 April, 2022 at the latest.

C. Instructions for the participants of the Annual General Meeting

Shareholders and their proxy representatives are entitled to participate in the Annual General Meeting and exercise shareholder rights only by voting in advance and submitting counter proposals and questions in advance in accordance with the instructions below. It is not possible for the shareholders or their proxy representatives to participate in the meeting in person at the meeting venue and there will not be any video link to the meeting. 

1. Shareholders recorded in the shareholders’ register

Each shareholder, who is registered in the shareholders’ register of the company held by Euroclear Finland Ltd on the record date of the Annual General Meeting i.e. 31 March 2022 has the right to participate in the meeting.

Any changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder.

A shareholder can participate in the Annual General Meeting only by voting in advance and by submitting counterproposals and asking questions in advance, as described below.

2. Notification of participation and voting in advance

Registration for the meeting and advance voting will begin on 28 March 2022 at 9 a.m. EET when the deadline for submitting counterproposals has passed. A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the meeting must register for the meeting and vote in advance by 5 April 2022 at 4 p.m. EET, by which time the registration shall be completed and votes need to be received.

In connection with the registration, a shareholder is requested to give e.g. his/her name, personal identification number or business ID, address, telephone number, e-mail address, Finnish book-entry account number and the name and identification number of a possible proxy representative. The personal information will be processed only in connection with the Annual General Meeting and necessary registrations related thereto.

A shareholder, who has a personal Finnish book-entry account, can register and vote in advance on certain items on the agenda of the Annual General Meeting from 28 March 2022 at 9 a.m. until 5 April 2022 at 4 p.m. EET by the following means:

a) Through website www.raisio.com/en/investors/corporate-governance/annual-general-meetings/

Registration and voting in advance requires strong electronic identification by using Finnish online banking credentials or mobile ID for natural persons.

Strong electronic identification is not required for entities (legal persons). In such case, entities are required to inform the business ID and the shareholder’s book-entry account number. If an entity utilizes the Suomi.fi electronic authorization, registration requires a strong electronic identification from the authorized person, which works with Finnish bank codes or the mobile ID.

The terms and other instructions concerning the electronic voting are available on the company’s website www.raisio.com/en/investors/corporate-governance/annual-general-meetings/.

b) By regular mail or e-mail

A shareholder may deliver the advance voting form available on the company’s website (www.raisio.com/en/investors/corporate-governance/annual-general-meetings/) or corresponding information to Euroclear Finland Ltd. by e-mail to yhtiokokous@euroclear.eu or by mail to Euroclear Finland Ltd, Yhtiökokous/Raisio Oyj, P.O. Box 1110, FI-00101 Helsinki, Finland.  The advance voting form and proxy template are available on the company’s website on 28 March 2022 at 9 a.m. EET.

In connection with submitting the advance voting form, a shareholder’s representative shall produce a dated proxy document or otherwise demonstrate his/her right to represent the shareholder at the Annual General Meeting in a reliable manner

If the shareholder participates in the Annual General Meeting by submitting the votes in advance to Euroclear Finland Ltd before the end of the registration and advance voting period, this constitutes due registration for the Annual General Meeting, provided that the required information requested for the participation listed above has also been submitted.

The terms and other instructions concerning the voting by regular mail or e-mail are available on the company’s website www.raisio.com/en/investors/corporate-governance/annual-general-meetings/.

3. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his or her rights at the meeting by way of proxy representation. The shareholder’s proxy representative shall also vote in advance, as instructed in this notice. A proxy representative may not, however, vote through electronic means, with the exception of proxy representatives of legal persons.

The proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the meeting.

Templates for the proxy and advance voting form are available on the company’s website (www.raisio.com/en/investors/corporate-governance/annual-general-meetings/) by 28 March 2022.  All proxy documents shall be submitted to Euroclear Finland Ltd. by e-mail to yhtiokokous@euroclear.eu or by mail to Euroclear Finland Ltd, Yhtiökokous/Raisio Oyj, P.O. Box 1110, FI-00101 Helsinki, Finland before the end of the registration period by 5 April 2022 at 4 p.m. at the latest.

Submitting the proxy document in advance to Euroclear Finland Ltd. before the end of the registration and advance voting period constitutes due registration for the Annual General Meeting, provided that the required information requested for the participation listed above has also been submitted.

A shareholder who is a legal person can also use the electronic Suomi.fi authorization service instead of a traditional proxy document. In this case, the entity authorizes a proxy that they nominate in the Suomi.fi authorization service at the website suomi.fi/e-authorizations using the mandate theme “Representation at the General Meeting”. The person so authorized must identify himself or herself with strong electronic identification in connection with the registration in the Euroclear Finland Oy's General Meeting service, after which the electronic authorization will be checked automatically. Strong electronic identification works with Finnish bank codes or the Mobile ID.

4. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares based on which he/she on the record date of the Annual General Meeting i.e. 31 March 2022 is entitled to be registered in the shareholders’ register held by Euroclear Finland Ltd. In addition, the right to participate in the Annual General Meeting requires that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Ltd. at the latest by 7 April 2022 10 a.m. EET.  This registration is sufficient for holders of nominee registered shares who want to participate in the Annual General Meeting. Any changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to temporarily register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the shareholders’ register of the company no later than the time stated above. The account management organization of the custodian bank shall also arrange voting in advance on behalf of the holder of nominee registered shares within the registration period applicable to holders of nominee registered shares.

Further information is available on the company’s website at (www.raisio.com/en/investors/corporate-governance/annual-general-meetings/).

5. Making counterproposals to the proposed resolutions and presenting questions in advance

5.1 Counterproposals

Shareholders who hold at least one hundredth of all the shares in the company have the right to make counterproposals on the matters on the agenda, to be placed for a vote. Such counterproposals shall be sent to the company by e-mail to osakaspalvelu@raisio.com by 24 March 2022 at 3 p.m. EET at the latest. In connection with making counterproposals, shareholders are required to provide adequate evidence of their shareholding. The counterproposals will be placed for a vote subject to the shareholder having the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all the shares in the company on the record date of the Annual General Meeting. Should the counterproposal not be placed for a vote at the meeting, possible advance votes in favour of the proposal will not be taken into account. The company will publish the counterproposals to be placed for a vote on the company’s website (www.raisio.com/en/investors/corporate-governance/annual-general-meetings/) no later than 28 March 2022.

5.2. Advance questions

A shareholder may present questions on topics to be considered by the Annual General Meeting  pursuant to Chapter 5, Section 25 of the Finnish Companies Act, by delivering such questions either by e-mail to osakaspalvelu@raisio.com or by mail to Raisio plc, Osakaspalvelu, P.O.Box 101, FI-21201 Raisio, no later than 29 March 2022 at 3 p.m. EET, by which time the questions must have been received. Such questions from shareholders and the management’s answers to them, and any counterproposals that have not been placed for a vote, will be available on the company’s website (www.raisio.com/en/investors/corporate-governance/annual-general-meetings/) on 1 April 2022 at the latest. The shareholders are required to provide adequate evidence of their shareholding in connection with presenting the questions.

6. Other instructions and information

On the day of this notice 17 March 2022, the total number of shares in Raisio plc is 159,936,334, constituted of 30,703,928 restricted shares with  614,078,560  votes and 129,232,406 free shares with 129,232,406 votes.

In Raisio 17 March 2022

RAISIO PLC

The Board of Directors

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.