Invitation to the annual general meeting of Apetit Plc
Apetit Plc, Stock Exchange Release, February 17th 2016 at 09:00 a.m.
The company’s shareholders are hereby invited to the Annual General Meeting, which will be held on Thursday 31 March 2016 at 2.00 p.m. in Apetit Plc’s ‘Myllynkivi’ staff restaurant at Iso-Vimma, Säkylä. Reception of those who have registered for the meeting and the distribution of voting tickets will commence at 12.00 noon.
A. The following matters will be dealt with at the meeting:
- Opening of the meeting
- Election of chairman for the meeting
- Election of secretary for the meeting
- Declaring the meeting legal and quorate
- Election of minute-checkers and vote-counters
- Order of business and addressing the meeting
- Declaring attendance and the voting list
- Presentation of the financial statements for 2015
- Presentation of the auditor’s report
- Presentation of the Supervisory Board’s statement based on the financial statements, Board of Directors’ report and auditor’s report
- Adoption of the financial statements and consolidated financial statements
- Distribution of the profits shown on the balance sheet and resolution on the payment of dividends
The Board of Directors proposes that a dividend of EUR 0.70 per share be paid for the financial year 2015 on the basis of the adopted balance sheet. The dividend will be paid to shareholders who are registered in the company’s shareholder register kept by Euroclear Finland Ltd on the record date of 4 April 2016. The Board of Directors will propose to the Annual General Meeting that the dividend be paid on 12 April 2016.
- Resolution on discharging the members of the Supervisory Board, the members of the Board of Directors and the CEO from liability
- Esko Eela’s proposal to the Annual General Meeting for removing Article 4 from the Articles of Association
- Esko Eela’s proposal to the Annual General Meeting for amending Articles 5 and 8 of the Articles of Association so as to remove the upper age limit of 68 for members of the Supervisory Board and Board of Directors
- Esko Eela’s proposal to the Annual General Meeting for amending Article 8 of the Articles of Association such that the members of the Supervisory Board would number 14–18
- Proposal by the Apetit Plc Board of Directors for amending Article 8 of the Articles of Association such that the sections concerning personnel representatives be removed
- Resolution on the number of members of the Supervisory Board and their remuneration
- Election of the members of the Supervisory Board
- Appointment of two members to the Supervisory Board’s Nomination Committee
- Resolution on the number of auditors and their remuneration
The Board of Directors proposes that two regular auditors be appointed for the company. The Board of Directors also proposes that the auditors’ fee be paid in accordance with the auditing invoice approved by the company.
- Appointment of auditors
In accordance with the recommendation of the Corporate Governance Code for listed companies, the Board of Directors will propose to the Annual General Meeting that Pasi Karppinen, APA, and PricewaterhouseCoopers Oy, Authorized Public Accountants, with Jari Viljanen, APA, as the auditor with principal authority be appointed as auditors for the period ending with the close of the 2017 Annual General Meeting.
- Closing of the meeting
B. Documents of the General Meeting
The proposed resolutions of the Board of Directors and the invitation to the meeting are available on the company’s website at www.apetitgroup.fi. The company’s financial statements will be available on the above-mentioned website as of 11 March 2016 at the latest. Copies of these documents will be sent to shareholders upon request and they will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 14 April 2016.
C. Instructions for persons attending the Annual General Meeting
Right to attend and registration
Shareholders who on 17 March 2016 are registered in the company’s register of shareholders kept by Euroclear Finland Ltd shall have the right to attend the Annual General Meeting.
Shareholders wishing to attend the Annual General Meeting must notify the company of this no later than 4.00 p.m. on Thursday 24 March 2016 either through our website (www.apetitgroup.fi/yhtiokokous), in writing (Apetit Plc, Tuija Österberg, PO Box 100, FI-27801 Säkylä), by fax (+358 10 402 4023), by phone (+358 10 402 2110/Tuija Österberg) or by e-mail (). If notice is given by letter, this must arrive before the expiry of the notification period. Any proxy documents should be delivered to the above-mentioned address before the expiry of the notification period.
Pursuant to chapter 5, section 25 of the Limited Liability Companies Act, shareholders who are present at the Annual General Meeting have the right to request information on matters considered at the meeting.
Proxies and proxy documents
Shareholders may participate in and exercise their rights at the Annual General Meeting by means of proxy representation. A shareholder’s proxy must produce a dated proxy document or must otherwise demonstrate reliably his/her right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the meeting by means of several proxies representing the shareholder with shares in different book-entry accounts, the shares with which each proxy represents the shareholder must be notified in connection with the registration for the Annual General Meeting.
Any proxy documents should be delivered as originals to the company no later than the expiry of the notification period at 4.00 p.m. on 24 March 2016.
Holders of nominee registered shares
Holders of nominee registered shares are advised to request in good time from their asset manager the necessary instructions regarding registration in the company’s shareholder register, the provision of proxy documents and registration for the Annual General Meeting.
If a holder of nominee registered shares wishes to attend the Annual General Meeting, he or she must be registered for temporary entry in the company’s shareholder register by the asset manager’s account management organisation no later than 10.00 a.m. on 24 March 2016.
Other instructions and information
On the date of this notice, Apetit Plc’s total number of shares and votes is 6,317,576.
The company’s Annual Report will be published in the week beginning 7 March 2016 in Finnish and English on Apetit Plc’s website. The printed version of the Annual Report will be sent to those who order it on the website (www.apetitgroup.fi/en/investors). The printed version of the Annual Report will be posted during the week beginning 21 March 2016.
Säkylä, 16 February 2016
APETIT PLC
Board of Directors
Distribution:
Nasdaq Helsinki
Main media
www.apetitgroup.fi
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