Decisions by the Annual General Meeting of Apetit Plc
APETIT PLC, Decisions of annual general meeting, 25 March 2015 at 4.30 p.m.
The Annual General Meeting on 25 March 2015 approved the parent company's and consolidated financial statements for the financial year 1 January - 31 December 2014 and discharged the members of the Supervisory Board and the Board of Directors and the CEOs from liability. The Annual General Meeting decided to distribute a dividend of EUR 0.70 per share in accordance with the Board proposal. The Board of Directors' proposals were approved without changes.
DIVIDEND
The Annual General Meeting decided to distribute as dividend EUR 0.70 per share on the financial year 2014. The dividend will be paid on 8 April 2015 to shareholders registered on the company´s register of shareholders kept by Euroclear Finland Ltd on the record date 27 March 2015. No dividend will be paid on shares held by the company.
AUTHORISATION FOR SHARE ISSUE
The Annual General Meeting authorised the Board of Directors to decide on issuing shares, which would include the right to issue new shares or transfer Apetit shares held by the company.The authorisation covers a maximum total of 761,757 shares, and the maximum number of new shares is 635,470, and the number of Apetit Plcs’ shares held by the company 126,287.
The minimum subscription price for each new share will be the nominal value of the share (EUR 2). The minimum transfer price for Apetit shares held by the company will be the market value of the share at the time of transfer, determined by the price quoted in public trading on NASDAX OMX Helsinki Ltd. The Board of Directors will also have the right to issue shares against consideration other than cash. In share-based incentive schemes, shares can also be issued without consideration.
The authorisation includes the right to deviate from the shareholders’ pre-emptive subscription right (targeted issue) if the company has an important financial reason for doing so, such as the development of the company’s capital structure, the financing and implementation of corporate acquisitions or other arrangements, or the implementation of a share-based incentive or reward scheme.
The authorisation is valid until the 2018 Annual General Meeting. The authorisation revokes the earlier authorisation to issue shares, given on 28 March 2012, and the authorisation to transfer Apetit Plc shares, given on the same date.
ELECTION OF THE MEMBERS OF THE SUPERVISORY BOARD, THE MEMBERS OF THE SUPERVISORY BOARD'S NOMINATION COMMITTEE AND THE AUDITORS, AND REMUNERATION
The Annual General Meeting confirmed that the Supervisory Board will have 18 members elected by the Annual General Meeting. Seven persons were appointed to replace members of the Supervisory Board completing their term. Harri Eela, Laura Hämäläinen, Ilkka Markkula, Jari Nevavuori and Markku Pärssinen were re-elected. Aki Kaivola and Johanna Takanen were elected as new members.
Jorma Takanen and Sauli Lähteenmäki were elected by the Annual General Meeting as the members of the Supervisory Board's Nomination Committee.
Pasi Karppinen, APA, and PricewaterCoopers Oy Authorised Public Accountants with Jari Viljanen, APA, as responsible auditor, were elected as auditors for the period ending with the close of the 2016 Annual General Meeting.
The Annual General Meeting decided that the monthly fee paid to the Supervisory Board’s chairman is EUR 1,000, and to the deputy chairman EUR 665. The meeting allowance paid to the members of the Supervisory Board and the members of the Supervisory Board´s Nomination Committee is EUR 300. In addition, compensation for travelling expenses are paid in accordance with the general travel rules of Apetit Plc. The auditors’ fees are paid according to an invoice approved by the company.
The minutes of the Annual General Meeting will be available on the company’s website, www.apetitgroup.fi/en, as of 8 April 2015.
APETIT PLC
Juha Vanhainen
CEO
For more information, please contact:
Corporate Councel Asmo Ritala, tel, +358 10 402 00
Distribution:
Nasdaq Helsinki
Main media
www.apetitgroup.fi/en
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