Resolutions of Olvi plc's Annual General Meeting 2026
04/01/2026 13:30
Olvi plc Stock Exchange Release 1 April 2026 at 13:30 p.m.
Resolutions of Olvi plc's Annual General Meeting 2026
Olvi plc's Annual General Meeting of 1 April 2026 adopted the financial
statements and discharged the members of the Board of Directors and Chief
Executive Officer from liability for the accounting period that ended on 31
December 2025. The General Meeting adopted the Remuneration Report 2025. In
addition, the General Meeting made the following decisions:
Dividend
In accordance with the proposal of the Board of Directors, the General Meeting
decided that a dividend of 1.35 (1.30) euro shall be paid on each Series K and
Series A share, totaling EUR 28.0 (26.9) million. This dividend is 43.7% (43.6%)
of Olvi Group's earnings per share.
The dividend shall be paid in two instalments. The first instalment (EUR 0.67
per share) shall be paid on 30 April 2026 to shareholders registered in the list
of shareholders maintained by Euroclear Finland on the record date 7 April 2026.
The second instalment (EUR 0.68 per share) shall be paid on 30 September 2026 to
shareholders registered in the list of shareholders maintained by Euroclear
Finland on the record date 23 September 2026. No dividend shall be paid on
treasury shares held by the company.
The General Meeting authorized the Board of Directors to decide on a new record
date and payout date for the second instalment of dividends should the rules and
regulations of the Finnish book-entry system be amended or otherwise necessitate
such a change.
Elections and remuneration
The General Meeting decided that the Board of Directors shall have six (6)
members.All current members were re-elected to the Board of Directors: Lasse
Heinonen, Nora Hortling, Tarmo Noop, Juho Nummela, Pekka Tiainen and Anette
Vaini-Antila.
It was decided that the remuneration of the Board of Directors shall be kept
unchanged as follows: the Chair of the Board 6,500 euro per month, the Vice
Chair 3,750 euro per month and the other members 3,000 euro per month.
Furthermore, the Annual General Meeting decided that the Chair of the Board of
Directors shall receive an attendance allowance of 950 euro per meeting, and
other members shall receive 650 euro per meeting. An attendance allowance of 650
euro per meeting shall be paid for per each committee meeting. Travel expenses
are reimbursed in accordance with the company's travel regulations.
Auditor and assurer of the sustainability statement
KPMG Oy Ab, an Authorised Public Accounting Firm, was re-elected as the
company's auditor, with Heidi Hyry, APA, continuing as the auditor in charge.
KPMG Oy Ab was also re-elected to assure the company's sustainability statement.
KPMG Oy Ab has announced that Heidi Hyry, APA and Sustainability Reporting
Auditor (SRA), will act as the lead sustainability reporting assurer.
The auditor's and sustainability statement assurer's fee and expenses shall be
paid in accordance with a conventional invoice approved by the company.
Authorising the Board of Directors to decide on the repurchase of the company's
own shares
The Annual General Meeting, revoking all existing unused authorisations to
acquire the company's own shares (treasury shares), decided to authorise the
Board of Directors to decide on the acquisition of a maximum of 500,000 of the
company's own Series A shares in one or more lots using the company's
unrestricted equity subject to the following terms and conditions:
The shares shall be acquired in public trading arranged by Nasdaq Helsinki Ltd,
due to which the acquisition will carried out in a proportion other than that of
the shares held by the shareholders, and the consideration payable for the
shares shall be the market price of the Olvi A share at the time of acquisition.
The shares shall be acquired for the purpose of financing or executing any
upcoming corporate acquisitions or other arrangements, implementing the
company's incentive plans, to develop the company's capital structure, for
example, as a method of distributing excess capital or for other purposes as
decided by the Board of Directors. The maximum number of shares to be acquired
represents approximately 2.4 percent of all shares in the company and
approximately 0.6 percent of all votes, which means that the acquisition would
not have any significant effect on the distribution of shareholdings and voting
rights in the company.
The Board of Directors shall decide upon other matters related to the
acquisition of treasury shares.
The authorisation to acquire treasury shares shall be valid until the closing of
the Annual General Meeting 2027, however no longer than 18 months from the
Annual General Meeting's authorisation decision.
Authorising the Board of Directors to decide on a share issue
The Annual General Meeting, revoking any existing authorisations concerning
share issues, decided to authorise the Board of Directors to decide on the
issuance of a maximum of 1,000,000 new Series A shares and the transfer of a
maximum of 500,000 Series A shares held as treasury shares in accordance with
the proposal of the Board of Directors.
New shares may be issued, and treasury shares held by the company may be
transferred in one or more lots, either against payment or free of charge. The
new shares can be issued and the treasury shares transferred to the company's
shareholders on a pro rata basis in relation to their existing holdings, or a
private placing can be executed in deviation from shareholders' pre-emptive
rights if there is a weighty financial reason for the company to do so, such as
financing or execution of corporate acquisitions or arrangements, development of
the company's equity structure, improvement of share liquidity, or
implementation of the company's incentive plans. A directed share issue may be
free of charge only if there is a particularly weighty financial reason for it,
taking into account the interests of the company and all of its shareholders.
The Board of Directors shall decide upon any other matters related to share
issues.
It is proposed that the issue authorisation shall be valid until the closing of
the Annual General Meeting 2027, however no longer than 18 months from the
General Meeting's decision of issue authorisation.
Minutes of the general meeting
The minutes of the General Meeting will be available on www.olvigroup.fi/en
under theAGM 2026 section on 15 April 2026 at the latest.
More information:
Patrik Lundell, CEO, Olvi plc, tel. +358 290 00 1050
Olvi communications,communications@olvi.fi
Distribution:
Nasdaq Helsinki Ltd
Main media
www.olvigroup.fi/en/