Raisio plc, Stock Exchange Release 15 April 2025
Raisio plc's Annual General Meeting (AGM) was held today on 15 April 2025 at
2:00 p.m. (EEST) in the Turku Fair Center.
The AGM adopted the financial statements, including the consolidated financial
statements for the financial year 1 January - 31 December 2024, discharged the
members of the Board of Directors and the Supervisory Board as well as the CEOs
from liability and adopted the Remuneration Report of the company's governing
bodies. In addition, the AGM made the following resolutions:
Dividend
The AGM resolved that a dividend of EUR 0.14 for each share will be paid on 29
April 2025 to the shareholders, who on the record date 17 April 2025 are entered
in the list of company's owners held by Euroclear Finland Oy. Dividend will not
be paid to the shares held by the company.
Members of the Supervisory Board and their remuneration
The number of members of the Supervisory Board was confirmed to be 25. John
Holmberg, Linda Langh, Jukka Niittyoja, Juha Salonen ja Mervi Soupas were re
-elected and Teemu Laitakoski and Terhi Löfstedt were elected as new members,
all for the term commencing at the closing of the Annual General Meeting.
The annual remuneration payable to the Chairman of the Supervisory Board was
confirmed to 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/she 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 six, and
Tero Hemmilä, Leena Niemistö, Pekka Tennilä and Arto Tiitinen were re-elected as
members and Antti Elevuori and Reija Laaksonen were elected as a new 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 5,150 and
the members a monthly remuneration of EUR 2,650. 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
Auditing company Ernst & Young Oy and Minna Viinikkala (APA), were re-elected
as auditors and Heikki Ilkka (APA) and Fredric Mattsson (APA) were re-elected as
deputy auditors, all for the term that will continue until the end of the
following AGM. Ernst & Young had informed that Mikko Järventausta, APA, will
continue as the responsible auditor. It was resolved that the auditors will be
paid a remuneration for the financial year 2025 as per the invoice accepted by
the company.
Sustainability reporting assurer
The AGM also elected Ernst & Young Oy as the company's sustainability reporting
assurer for the term that will continue until the end of the following Annual
General Meeting. Ernst & Young Oy has informed that Authorized Sustainability
Auditor Mikko Järventausta will act as the responsible sustainability reporting
assurer. The AGM decided that the sustainability reporting assurer will be paid
a remuneration for the financial year 2025 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 Annual
General Meeting, and until 30 April 2026 at the latest, and it cancels the
authorisation granted by the Annual General Meeting on 9 April 2024.
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 6,180,000 free shares that are in the
company's possession and a total of no more than 1,250,000 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 until 30 April 2026 at the latest, and it cancels the
authorisation granted by the Annual General Meeting on 9 April 2024.
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
-meeting/) no later than on 29 April 2025.
Organizing meeting of the company's Board of Directors
At its organizing meeting held after the Annual General Meeting, the Board of
Directors re-elected Arto Tiitinen as its Chairman and elected Tero Hemmilä as
its Deputy Chairman.
The Board also decided on its committees as follows:
Tero Hemmilä was elected as the Chairman and Antti Elevuori and Reija Laaksonen
were elected as members of the Audit Committee.
Arto Tiitinen was elected as the Chairman and Leena Niemistö and Pekka Tennilä
as members of the People Committee.
The Board further resolved to form an M&A committee to assist the Board in M&A
processes and to develop the strategic work related to M&As. The Chairman of the
Board Arto Tiitinen acts as the chairman of the committee and Tero Hemmilä ja
Antti Elevuori were elected as members of the M&A committee.
All members of the committees are independent of the company and its major
shareholders according to the Finnish Corporate Governance Code.
Investor enquiries:
Mika Saarinen
CFO
Tel. +358 400 726 808
Further information:
Sari Koivulehto-Mäkitalo
CLO
Tel +358 40 594 9512
Raisio plc
At Raisio, we make food from the heart, with the aim of bringing health to
ourselves and the Earth. We make a healthier and happier world around us by
innovating and winning the hearts of our consumers. We do not work alone;
instead, we rely on our cooperation networks at every stage. Our strong brands,
such as Benecol® and Elovena®, turn our ambitions into reality. Through our
responsibility work, we make the hard choices for consumers, so that they can
choose Raisio products with confidence. We have around 350 healthy food
colleagues in seven countries and export to more than 40 markets around the
world. Raisio's shares are listed on Nasdaq Helsinki Ltd. In 2024, the Group's
comparable net sales for continuing operations were EUR 226.8 million and the
comparable EBIT was EUR 23.4 million. www.raisio.com