Apetit Plc: Notice to the Annual General Meeting
Apetit Plc, Stock Exchange Release 21 February 2020 at 9:00 am
Annual General Meeting 26 March 2020 at 1:00 pm
Shareholders of the company are invited to the Annual General Meeting to be held on Thursday, 26 March 2020 at 1:00 pm at Apetit Plc’s Myllynkivi staff restaurant at Iso-Vimma, Säkylä. The reception of participants who have registered for the meeting and the distribution of ballots will commence at 11:00 am.
A. The following items are on the agenda of the meeting:
1. Opening the meeting
2. Electing the chairperson for the meeting
3. Electing the secretary for the meeting
4. Recording the legality and quorum of the meeting
5. Electing persons to scrutinise the minutes and count the votes
6. The rules of procedure
7. Recording the attendance at the meeting and the list of votes
8. Presenting the financial statement for the year 2019
9. Presenting the Auditor’s Report
10. Presenting the Statement of the Supervisory Board on the financial statement, Board of Directors’ Management Report and Auditor’s Report
11. Confirming the financial statement and the consolidated financial statement
12. Deciding on the use of the profit shown on the balance sheet and payment of dividends
The Board of Directors proposes that a dividend of EUR 0.45 per share be paid for 2019 on the basis of the adopted balance sheet. The dividend will be paid to shareholders who are registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date of 30 March 2020. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 7 April 2020.
13. Deciding on the discharge of the members of the Supervisory Board, Board of Directors and the CEO from liability
14. Apetit Plc’s Remuneration Policy
15. Deciding on the number and remuneration of the members of the Supervisory Board
16. Electing the members of the Supervisory Board
The term of the following Supervisory Board members will end on the date of the AGM: Jaakko Halkilahti, Mika Leikkonen, Marja-Liisa Mikola-Luoto, Petri Rakkolainen and Mauno Ylinen. The company has received a proposal from shareholders to re-elect Jaakko Halkilahti, Marja-Liisa Mikola-Luoto, Petri Rakkolainen and Mauno Ylinen as members of the Supervisory Board. In addition, the shareholders propose that Olli Saaristo be elected as a new member of the Supervisory Board.
17. Electing two members for the Nomination Committee of the Supervisory Board
The company has received proposals from two shareholders for two members to be elected to the Supervisory Board’s Nomination Committee at the Annual General Meeting. It is proposed that Heikki Laurinen and Pekka Perälä be elected to the Nomination Committee. Each of the two shareholders has nominated one member.
18. Deciding on the number and remuneration of auditors
The Board of Directors proposes that two auditors be elected for the company. The Board of Directors also proposes that the auditors be remunerated in accordance with invoices approved by the company.
19. Electing the auditors
In accordance with the recommendation of the corporate governance code for listed companies, the Board of Directors proposes to the Annual General Meeting that Pasi Karppinen, Authorised Public Accountant, and the firm of auditors PriceWaterhouseCoopers Oy, with Tuomo Korte, APA, as the auditor with principal responsibility, be elected as the auditors until the end of the 2021 Annual General Meeting.
20. Closing the meeting
B. Annual General Meeting documents
The Board of Directors’ proposals for resolutions and the notice of the meeting are available on the company’s website at apetit.fi/yhtiokokous2020. The company’s financial statements will be available on the said website no later than 5 March 2020. Copies of the documents will be sent to shareholders upon request and 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 9 April 2020.
C. Instructions for participants
Right to attend and enrollment
Shareholders whose shares have been registered in the register of shareholders kept by Euroclear Finland Ltd no later than 16 March 2020 have the right to attend the Annual General Meeting. Shareholders should be prepared to prove their identity.
Shareholders wishing to attend the Annual General Meeting must notify the company of this by 4 pm on Friday 20 March 2020 through the company’s website at apetit.fi/yhtiokokous2020, or in writing to: Apetit Plc, Tuija Österberg, Sörnäistenkatu 1, 00580 Helsinki, by phone (+358 10 402 2110/Tuija Österberg) or by email (). If notice is given by post, the letter must arrive before the end of the enrollment period. Any proxy documents should be delivered to the above-mentioned address before the end of the enrollment period.
Shareholders present at the General Meeting have the right to request information on matters to be discussed at the meeting in accordance with Chapter 5, Section 25 of the Limited Liability Companies Act.
Attendance by proxy and letters of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights there through an agent. A shareholder’s agent must present a dated letter of attorney or otherwise demonstrate in a reliable manner that he or she is entitled to represent the shareholder. If a shareholder participates in the Annual General Meeting through several agents representing the shareholder on the basis of shares in different book-entry accounts, the shares on the basis of which each agent represents the shareholder must be reported in connection with the enrollment.
Any letters of attorney shall be delivered to the company in originals before the end of the enrollment period at 4:00 pm on 20 March 2020.
Owners of nominee-registered shares
Owners of nominee-registered shares are advised to ask their asset manager, in good time, for the necessary instructions concerning the registration in the shareholder register, issuance of letters or attorney and enrollment for the Annual General Meeting. The asset manager’s account management organisation must register a holder of nominee registered shares who wants to attend the meeting for temporary entry in the company’s shareholder register by 10:00 am on 23 March 2020.
Other instructions and information
On the date of the notice of the meeting, Apetit Plc has a total of 6,317,576 shares. The company holds 94,700 of its own shares without voting rights at the Annual General Meeting.
The company’s annual report will be published in Finnish and English during week 10 on Apetit Plc’s website.
Säkylä, 21 February 2020
APETIT PLC
Board of Directors
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