Invitation to the annual general meeting of Apetit Plc
Apetit Plc, Invitation to the annual general meeting, 25th February, 2015 at 9.30 a.m.
The company’s shareholders are hereby invited to the Annual General Meeting, which will be held on Wednesday 25th March 2015 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 items 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
- Appointment of persons to inspect the minutes and to count the votes
- Order of business and addressing the meeting
- Declaring attendance and the voting list
- Presentation of the financial statements for 2014
- 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 2014 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 27th March 2015, which is the record date for the dividend payment. The Board of Directors will propose to the Annual General Meeting that the dividend be paid on 8th April 2015.
- Resolution on discharging the members of the Supervisory Board and of the Board of Directors and the CEO from liability
- 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 recommendations 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 elected as auditors for the period ending with the close of the 2016 Annual General Meeting.
- Authorisation of the Board of Directors to decide on the issuing of new shares and on the transfer of Apetit shares held by the company (share issue)
The Board of Directors proposes that the Annual General Meeting give it authorisation to decide on issuing shares, which would include the right to issue new shares or transfer Apetit shares held by the company. The authorisation would cover a maximum total of 761,757 shares, of which a maximum of 634,479 can be new shares and 127,278 can be Apetit Plc shares held by the company at the publication of the invitation to the meeting.
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 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.
It is proposed that the authorisation would be 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.
- 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 Apetit’s website at www.apetitgroup.fi/en. The company’s financial statements will be available on the above-mentioned website as of 4th March 2015 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 8th April 2015.
C. Instructions for persons attending the Annual General Meeting
Right to attend and registration
Shareholders who, on 13th March 2015, 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 Friday 20th March 2015 either through our website (www.apetitgroup.fi/en/investors), in writing (Apetit Plc, Maija Lipasti, PO Box 100, FI-27801 Säkylä, Finland), by fax (+358 10 402 4023), by phone (+358 10 402 4044/Maija Lipasti) 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 Apetit Plc no later than the expiry of the notification period at 4.00 p.m. on 20th March 2015.
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 20th March 2015.
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 2nd March 2015 in Finnish and English on Apetit Plc’s website. The English version is a translation of the Finnish.
Säkylä, 24th February 2015
APETIT PLC
Board of Directors
Distribution:
NASDAQ OMX Helsinki
Main media
www.apetitgroup.fi
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