Raisio's Annual General Meeting 24 March 2011
Raisio plc, Stock Exchange Release, 24 March 2011
RAISIO’S ANNUAL GENERAL MEETING 24 MARCH 2011
Raisio plc’s Annual General Meeting (AGM) approved the financial statements for the financial year 1 January – 31 December 2010 and granted the members of the Board of Directors and the Supervisory Board as well as the Chief Executive discharge from liability. The AGM decided to pay a dividend of EUR 0.10 per share. The Board of Directors’ proposals to the AGM were approved without changes. The proposal of Osakesäästäjien Keskusliitto ry for abolition of the Supervisory Board and for amending the respective parts of the Articles of Association was rejected.
A total of 2,784 shareholders were personally present or represented by a proxy at the AGM held in Turku, representing 43.2 million shares, i.e. 26.2% of the total share capital.
DIVIDEND PAYMENT
The AGM approved the Board of Directors’ proposal to pay a dividend of EUR 0.10 for each restricted and free share. The dividend will be paid on 5 April 2011 to each shareholder who is entered in the shareholders’ register on the record date of 29 March 2011. The dividend will not be paid on the shares held by the company.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The AGM approved the Board of Directors’ proposal for amending the section 9.3 of the Articles of Association to read as follows: “In the General Meeting, no shareholder’s shares are entitled to vote with more votes than one tenth of the total number of votes of the shares represented at the Meeting.” This was the second handling of the proposal for amendment of the Articles of Association.
Furthermore, the AGM approved the Board of Directors’ proposal to delete the section 17.3, which means that from now on the term of an auditor and a deputy auditor will start at the closing of the General Meeting in which they were elected and end at the closing of the next Annual General Meeting.
The amendments of the Articles of Association will take effect after they have been entered in the Trade Register.
AUTHORISATION TO REPURCHASE OWN SHARES AND TO ISSUE SHARES
The AGM authorised the Board of Directors to decide on the repurchase of a maximum of 6,000,000 free shares and 1,500,000 restricted shares. The authorisation will be valid until 24 September 2012.
Furthermore, the AGM authorised the Board of Directors to decide on the share issues (1) by disposing of all of the company shares and any potentially repurchased own shares, a maximum total of 11,651,183 shares, 1,701,295 of which can be restricted shares at the maximum, and (2) by issuing a maximum of 20,000,000 new free shares against payment. The share issue authorisations will be valid until 24 March 2016 at the latest.
The details of the authorisations are available in the stock exchange release published on 10 February 2011.
The authorisations to repurchase own shares and to issue shares given by the AGM in 2010 expire on 24 March 2011.
NOMINATIONS
The number of members of the Board of Directors was confirmed to be six, and Anssi Aapola, Erkki Haavisto, Simo Palokangas, Michael Ramm-Schmidt and Pirkko Rantanen-Kervinen were reappointed and Matti Perkonoja was appointed as a new member for the term commencing after the now closed AGM. At its meeting held after the AGM, the Board of Directors elected Palokangas as its Chairman and Ramm-Schmidt as its Vice Chairman.
The Chairman of the Board will be paid a monthly fee of EUR 5,000 and the members a monthly fee of EUR 2,000. Approximately 20% of the fee will be paid with the company’s own shares and approximately 80% in cash. The fees are paid in two equal instalments during the term so that the first payment will be made on 15 June and the second on the 15 December. Moreover, they will receive a daily allowance for the meeting days and they will be reimbursed for travel expenses according to the company’s travelling rules.
The number of members of the Supervisory Board was confirmed to be 25. Vesa Harjunmaa, Michael Hornborg, Timo Könttä, Paavo Myllymäki, Kari Niemistö, Yrjö Ojaniemi and Hannu Tarkkonen were elected as the members of the Supervisory Board for the term commencing after the now closed AGM and ending at the Annual General Meeting of 2014. Two of the elected members, Harjunmaa and Könttä, are new in the Supervisory Board.
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 300 for each meeting, in addition to which their travel expenses will be compensated and they will receive a daily allowance for the meeting days according to the company’s travelling rules. The Meeting also decided to pay the Chairman of the Supervisory Board a fee of EUR 300 for each attended Board Meeting.
Authorised public accountant Kalle Laaksonen, who was elected as a deputy auditor at the AGM of spring 2010, was now elected as a regular auditor for the financial year 2011 and he replaces Mika Kaarisalo then elected as a regular auditor. Authorised public accountant Vesa Halme replaces Kalle Laaksonen as a deputy auditor. Furthermore, authorised public accountant Johan Kronberg is the other regular auditor and PricewaterhouseCoopers Ltd is the other deputy auditor in the financial year 2011.
Authorised public accountants Johan Kronberg and Kalle Laaksonen were elected as regular auditors for the financial year 2012. Authorised public accountants PricewaterhouseCoopers Ltd and Vesa Halme were elected as deputy auditors.
RAISIO PLC
Heidi Hirvonen
Communications Manager
tel. + 358 50 567 3060
Further information:
Janne Martti, Director, Finance and Treasury, tel. +358 50 556 6521
Distribution:
NASDAQ OMX Helsinki Ltd
Key media
www.raisio.com