Raisio plc, Stock Exchange Release 13 April 2021 at 15.30 Finnish time
Raisio plc: Decisions by the Annual General Meeting 13 April 2021
Raisio plc’s Annual General Meeting (AGM) was held on 13 April 2021 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 (667/2020) 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 2020 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
0.13 for each restricted and free share. The dividend will be paid on 22 April
2021 to each shareholder who is entered in the list of company’s owners on the
dividend record date of 15 April 2021.
Members of the Supervisory Board and their remuneration
The number of members of the Supervisory Board was confirmed to be 25. Holger
Falck, Mikael Holmberg, Kimmo Inovaara and Tuomas Levomäki were re-elected as
the members of the Supervisory Board and Iris Erlund, Elina Liinaharja, Wilhelm
Liljeqvist and Kalle Poso were elected as new 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-appointed 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
Authorised public accountants Esa Kailiala and Kimmo Antonen were re-elected as
regular auditors and authorised public accountant Niklas Oikia and KPMG Oy Ab
were re-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 2021 as per the invoice accepted by the
company.
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 AGM, and
at the latest until 30 April 2022, and it cancels the authorisation granted by
the AGM on 27 April 2020.
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 12,500,000 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 20,000,000 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 in the same way as the AGM could decide thereon.
The authorisation will be valid until the conclusion of the following AGM, and
at the latest until 30 April 2022, and it cancels the authorisation granted by
the AGM on 27 April 2020.
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 27 April 2021.
RAISIO PLC
Investor enquiries:
Mika Saarinen
Director – Treasury, IR and Communications
Tel. +358 400 726 808, communications@raisio.com
Further information:
Aija Immonen
Secretary of the Board
Tel. +358 44 782 1356, osakaspalvelu@raisio.com
RAISIO PLC
Raisio is an international company specialized in healthy, responsibly produced
food, ingredients and fish feeds. Our well-known brands include, for example,
Benecol®, Elovena®, Sunnuntai®, Torino® and Benella®. In Raisio’s products, the
focus is on well-being, health, good taste and sustainable development.
Profitable growth is ensured through our strong expertise and passion for
creating new. Raisio’s shares are listed on Nasdaq Helsinki Ltd. In 2020, the
Group’s net sales totaled EUR 234 million and EBIT was EUR 28 million. Raisio
employs about 350 people. Our food is good for Health, Heart and Earth. For more
information on Raisio go to www.raisio.com.