Raisio plc, stock Exchange Release 19 March 2019
RAISIO’S ANNUAL GENERAL MEETING 19 MARCH 2019
Raisio plc’s Annual General Meeting (AGM) approved the financial statements for the financial year 1 January - 31 December 2018 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 0.16 per share, including an extra dividend of EUR per share. The Board of Directors’ proposals to the AGM were approved without changes.
A total of 2166 shareholders were personally present or represented by a proxy at the AGM held in Turku, representing 57.0 million shares, i.e. 34.5 per cent of the total share capital.
The AGM approved the Board of Directors’ proposal to pay a dividend of EUR 0.16 for each restricted and free share, including an extra dividend of EUR 0.04 for each restricted and free share. The dividend will be paid on 3 April 2019 to each shareholder who is entered in the shareholders’ register on the record date of 21 March 2019. The dividend will not be paid on the shares held by the company.
The number of members of the Board of Directors was confirmed to be six, and Erkki Haavisto, Ilkka Mäkelä, Leena Niemistö and Ann-Christine Sundell were reappointed and Pekka Tennilä and Arto Tiitinen were appointed as 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 fee of EUR 5,000 and the members a monthly fee of EUR 2,500. 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. 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 set by the Board among its members 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 committees set by the Board among its members. For a teleconference meeting this remuneration will be EUR 400 in cash to the Chairman of the Board for each teleconference meeting of the board and to the chairmen of the committees for each teleconference meeting of the committee and EUR 200 in cash to the members of the board. 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.
The number of members of the Supervisory Board was confirmed to be 25. John Holmberg, Linda Langh, Jukka Niittyoja, Juha Salonen, Matti Seitsonen, Urban Silén ja Mervi Soupas were re-elected as the members of the Supervisory Board 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 Meeting also decided to pay the Chairman of the Supervisory Board a fee of EUR 350 for each attended Board Meeting.
Authorised public accountants Esa Kailiala and Kimmo Antonen were re-elected as regular auditors. KPMG Oy Ab and authorised public accountant Niklas Oikia were re-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 2020.
Furthermore, the AGM authorised the Board of Directors to decide on share issues (1) by assigning a total of no more than 14,000,000 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 issuing a maximum of 20,000,000 new free shares. The share issue authorisation will be valid until 30 April 2020.
The details of the authorisations are available in the stock exchange release published on 12 February 2019.
The authorisations to repurchase own shares and to issue shares given by the AGM in 2018 expire on 19 March 2019.
Communications and IR Manager
tel. + 358 50 567 3060
Aija Immonen, Secretary of the Board, tel. +358 44 782 1356
Raisio is an international company specialised in healthy, responsibly produced food. Our well-known brands include, for example, Benecol, Elovena, Nalle and Sunnuntai. 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 2018, the Group’s net sales for continuing operations totalled EUR 228 million and comparable EBIT was EUR 26 million. Our food is good for Health, Heart and Earth. For more information on Raisio go to www.raisio.com.