Raisio’s Annual General Meeting 27 March 2013
Raisio plc, Stock Exchange Release, 27 March 2013
RAISIO’S ANNUAL GENERAL MEETING 27 MARCH 2013
Raisio plc’s Annual General Meeting (AGM) approved the financial statements for the financial year 1 January – 31 December 2012 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 0.12 per share. The Board of Directors’ proposals to the AGM were approved without changes.
A total of 2,743 shareholders were personally present or represented by a proxy at the AGM held in Turku, representing 36.2 million shares, i.e. 21.9% of the total share capital.
DIVIDEND PAYMENT
The AGM approved the Board of Directors’ proposal to pay a dividend of EUR 0.12 for each restricted and free share. The dividend will be paid on 10 April 2013 to each shareholder who is entered in the shareholders’ register on the record date of 3 April 2013. The dividend will not be paid on the shares held by the company.
NOMINATIONS
The number of members of the Board of Directors was confirmed to be five, and Anssi Aapola, Erkki Haavisto, Matti Perkonoja, Michael Ramm-Schmidt and Pirkko Rantanen-Kervinen were reappointed for the term commencing after the now closed AGM. Due to the articles of association Simo Palokangas was not eligible for the office of board member for the new term. At its meeting held after the AGM, the Board of Directors elected Perkonoja 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. Risto Ervelä, Hans Langh, Juha Marttila, Juha Salonen, Mervi Soupas, Urban Silén, Johan Taube and Arto Vuorela were elected as the members of the Supervisory Board for the term commencing at the closing of this AGM. Two of the elected members, Marttila and Soupas, 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 accountants Mika Kaarisalo and Kalle Laaksonen were elected as regular auditors. Authorised public accountants PricewaterhouseCoopers Ltd and Vesa Halme were elected as deputy auditors. Their term commenced at the closing of this AGM and ends with the closing of the following Annual General Meeting
AUTHORISATION TO REPURCHASE OWN SHARES AND TO ISSUE SHARES
The AGM authorised the Board of Directors to decide on the repurchase of and/or accepting as pledge a maximum of 5,000,000 free shares and 1,250,000 restricted shares. The authorisation will be valid until 30 April 2014.
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 11,521,929 shares, 1,462,696 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 27 March 2018 at the latest.
The details of the authorisations are available in the stock exchange release published on 12 February 2013.
The authorisations to repurchase own shares and to issue shares given by the AGM in 2012 expire on 27 March 2013.
RAISIO PLC
Heidi Hirvonen
Communications and IR Manager
tel. + 358 50 567 3060
Further information:
Janne Martti, Director, Treasury, tel. +358 50 556 6521
Distribution:
NASDAQ OMX Helsinki Ltd
Key media
www.raisio.com