Apetit Plc: Invitation to the Annual General Meeting
Apetit Plc: Invitation to the Annual General Meeting
Notice is given to the shareholders of Apetit Plc (“Apetit” or the “company”) to the Annual General Meeting which will be held on Thursday 11 April 2024, beginning at 1:00 p.m. EEST at the company’s head office at the address Kivenhakkaajantie 5, Säkylä, Finland (restaurant Myllynkivi). The reception of registered meeting participants and distribution of voting ballots will commence at the meeting venue at 11:00 a.m. EEST.
A. Matters on the Agenda of the Annual General Meeting
At the Annual General Meeting, the following matters shall be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the report of the Board of Directors and the Auditor’s report for the financial year 1.1.–31.12.2023
- Business review by the President and CEO
The company’s financial statements, the Annual Report and the Auditor’s report will be available on the company’s website at https://apetit.fi/en/for-investors on week 10.
7. Presentation of the Statement of the Supervisory Board on the financial statements, Board of Directors’ Management Report and Auditor’s report
The Annual Report, which includes the Statement of the Supervisory Board, will be available on the company’s website at apetit.fi/en/for-investors/ on week 10.
8. Adoption of the financial statements and the consolidated financial statements
9. Resolution on the distribution of the profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.75 per share be paid for the financial year 2023.
The dividend will be paid to a shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date of 15 April 2024. The Board of Directors proposes to the Annual General Meeting that the dividend to be paid on 23 April 2024.
10. Resolution on the discharge of the members of the Supervisory Board and of the Board of Directors and the CEO from liability for the financial period 1 January to 31 December 2023
11. Handling of the remuneration report for governing bodies
The Board of Directors proposes that the Annual General Meeting adopts the Remuneration Report for 2023 for the governing bodies. According to the Companies Act, the decision is advisory. The Remuneration Report is available on the company's website apetit.fi/en/for-investors/ on week 10 at the latest.
12. Processing of the company’s Remuneration Policy
The Board of Directors proposes to the Annual General Meeting that Apetit Plc’s Remuneration Policy be approved. In accordance with the Limited Liability Companies Act, the resolution is advisory. The Remuneration Policy will be published in a stock exchange release at the latest on 21 March 2024 and, after the publication, it will be available on the company’s website at apetit.fi/en/corporate-governance/remuneration/.
13. Resolution on the number of members of the Supervisory Board
In accordance with Article 7 of the Articles of Association, the Supervisory Board comprises a minimum of 14 and a maximum of 18 members elected by the Annual General Meeting. The number of members of the Supervisory Board is currently 16 and 4 representatives of the personnel, i.e. 20 members in total.
Certain shareholders, representing approximately 26.9 per cent of the shares of Apetit Plc per 31 December 2023, propose to the Annual General Meeting, that the number of the members of the Supervisory Board remain unchanged and is sixteen (16).
Shareholders’ proposal (in Finnish) is available on the company’s website at apetit.fi/en/agm2024.
14. Resolution on the remuneration of members of the Supervisory Board
The current meeting fee for the Chairman and members of the Supervisory Board is EUR 300. In addition, a monthly fee of EUR 1,000 has been paid to the Chairman and EUR 665 to the Deputy Chairman. The meeting fee is also paid to the members of the Nomination Committee for attending the meetings of the Nomination Committee and to the Chairman and Deputy Chairman of the Supervisory Board when they attend the Board meetings. Daily allowance and travel allowances for attending a meeting are paid in accordance with the company's travel rules.
Supervisory Board’s Nomination Committee proposes to the Annual General Meeting that the remuneration remains unchanged.
15. Election of the members of the Supervisory Board
The term of the following seven (7) Supervisory Board members will end on the Annual General Meeting 2023: Kirsi Ahlgren, Nicolas Berner, Harri Eela, Juha Hämäläinen, Laura Hämäläinen, Jari Nevavuori and Markku Pärssinen.
Certain shareholders, representing approximately 26.9 per cent of the shares of Apetit Plc per 31 December 2023, propose to the Annual General Meeting that Kirsi Ahlgrén, Nicolas Berner, Harri Eela, Jari Nevavuori and Markku Pärssinen are re-elected as members of the Supervisory Board and that Jonas Laxåback and Marja-Leena Siiri are elected as new members to the Supervisory Board.
Presentations of the new candidates for the Supervisory Board and the shareholders’ proposals (in Finnish) are available on the company’s website at apetit.fi/en/agm2024. The persons proposed to be nominated as members of the Supervisory Board have given their consent for the election.
16. Appointment of two members to the Supervisory Board’s Nomination Committee
Certain shareholders, representing approximately 26.9 per cent of the shares of Apetit Plc per 31 December 2023, propose to the Annual General Meeting that Nicolas Berner is re-elected as a member to the Supervisory Board’s Nominating Committee and that Jari Laaninen is elected as a new member.
Shareholders’ proposal (in Finnish) is available on the company’s website at apetit.fi/en/agm2024.
17. Resolution on the number of auditors
The Board of Directors proposes to the Annual General Meeting that two auditors to be elected for the company.
18. Resolution on the auditors’ remuneration
The Board of Directors proposes to the Annual General Meeting that the auditors be remunerated in accordance with reasonable invoices approved by the company.
19. Election of the auditors
The Board of Directors proposes to the Annual General Meeting that Ernst & Young Oy, authorized public accountants with Erika Grönlund, APA as the principal auditor and Osmo Valovirta, APA to be elected as the auditors.
The auditors are elected until the closing of the Annual General Meeting 2025.
20. Authorizing the Board of Directors to decide on the repurchase of company’s own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on the repurchase of a maximum of 80,000 (eighty thousand) of the company’s own shares using the unrestricted equity of the company representing about 1,27 per cent of all the shares in the company. The authorization includes the right to accept company’s own shares as a pledge. The shares shall be acquired through public trading, for which reason the shares are acquired otherwise than in proportion to the share ownership of the shareholders and the consideration paid for the shares shall be the market price of the company’s share in public trading at Nasdaq Helsinki Ltd at the time of the acquisition. Shares may also be acquired outside public trading for a price which at most corresponds to the market price in public trading at the time of the acquisition. The Board of Directors will be authorized to resolve upon how the shares are acquired. The authorization includes the Board’s right to resolve on a directed repurchase or the acceptance of shares as a pledge, if there is a weighty financial reason for the company to do so as provided for in Chapter 15, section 6 of the Finnish Limited Liability Companies Act. The shares shall be acquired to be used for execution of the company’s share-based incentive schemes or for other purposes determined by the Board of Directors. The decision to repurchase or redeem company’s own shares or to accept them as pledge shall not be made so that the shares of the company in the possession of or held as pledges by the company and its subsidiaries would exceed 10% of all shares. The Board of Directors shall decide on any other matters related to the repurchase of the company’s own shares and/or accepting them as a pledge. The authorization is proposed to be valid until the closing of the Annual General Meeting 2025, however no longer than until 31 May 2025. The authorization cancels the authorization to repurchase shares granted at the Annual General Meeting on 13 April 2023.
21. Amendment of the Articles of Association
The Valion Eläkekassa pension fund, Berner Ltd, Esko Eela and the Central Union of Agricultural Producers and Forest Owners (MTK), which represent approximately 26.6 per cent of Apetit Plc’s shares have made a proposal to the Annual General Meeting. They propose that the Articles of Association be amended so that the Annual General Meeting elects the Board of Directors. In addition, they propose that Articles 2, 3, 4, 7, 8, 9, 10, 11 and 12 of the Articles of Association be amended and a new Article 8 be added to the Articles of Association. Below are the current provisions proposed to be amended and the new proposed provisions, for comparison purposes. The full text of the current Articles of Association and the proposed new Articles of Association are attached to the notice of the meeting.
Shareholder Pertti Lehtola has also proposed that the Annual General Meeting elect the Board of Directors but also that the Board of Directors elect the Chair and the Deputy Chair from among its members. The shareholder’s proposal is attached to the notice of the meeting. The shareholder has announced withdrawing the proposal in this respect and supporting the Board of Directors’ proposal, according to which the Annual General Meeting elects the Chair and the Deputy Chair of the Board of Directors.
The company’s Supervisory Board has discussed the amendment proposals to the Articles of Association.
Current 2 §: Sphere of operations
The Company engages in commercial activities concerning food and other related activities in Finland and abroad either directly or through subsidiaries or associated companies. The Company may own and manage real estate and shares and other securities and engage in trade in them.
Proposal 2 §: Sphere of operations
The Company engages in commercial activities concerning food and other related activities in Finland and abroad either directly or through subsidiaries or associated companies. The Company may own and manage real estate and shares and other securities and engage in trade in them. As the parent company, the Company may take care of the Group’s administration, financing and other common Group tasks.
Current 3 §: The Company’s share capital
The Company’s minimum share capital is 10,000,000 euros and its maximum capital 40,000,000 euros within which limits the share capital may be increased or decreased without amending the Articles of Association.
The nominal value of each share is 2 euros.
The Company shares belong to the book-entry securities system.
Only a party
1. which has been entered in the register of shareholders as a shareholder on the record date;
2. whose right to payment has been entered in the book-entry account of a registered shareholder and entered in the register of shareholders on the record date; or
3. in whose book-entry account the share has been entered on the record date and whose share administrator has been entered in the register of shareholders as the administrator of the shares on the record date if the share is nominee-registered has the right to assets distributed by the Company and the right of subscription when the share capital is increased.
Proposal 3 §: Book-entry system
The Company’s shares are included in the book-entry system.
Current 4 §: Board of Directors
By a decision of the Supervisory Board, the Board of Directors shall comprise at least five and at most seven members.
The term of a member of the Board of Directors ends at the close of the Supervisory Board meeting following the first Annual General Meeting immediately after the election.
The Board of Directors is quorate when the chairman or deputy chairman and at least half of the other Board members are present.
Proposal 4 §: Board of Directors
The Board of Directors comprises a minimum of five and a maximum of seven members elected by the Annual General Meeting.
The term of office of a member of the Board of Directors begins at the close of the Annual General Meeting at which the member in question was elected and ends at the close of the next Annual General Meeting.
The Board of Directors is quorate when the Chair and at least half of the other Board members are present or, in the Chair’s absence, when the Deputy Chair and at least half of the other Board members are present.
Current 7 § paragraph 2: Supervisory Board
The term of the members of the Supervisory Board ends at the close of the third Annual General Meeting following the election. To ensure that the terms of one third of the members (or the number nearest to it) come to an end each year, the term of new members may, at their election, be exceptionally set to last one or two years.
Proposal 7 § paragraph 2: Supervisory Board
A member’s term of office begins at the close of the Annual General Meeting at which the member in question was elected and ends at the close of the third Annual General Meeting following their election. In order to ensure that a third or a number closest to a third of the members’ terms ends annually, new members’ terms can exceptionally be limited to one or two years.
Proposal for new section 8 §: Nomination Committee of the Supervisory Board
The Company has a Nomination Committee of the Supervisory Board, which comprises the Chair and the Deputy Chair of the Supervisory Board as well as two members elected by the Annual General Meeting. The Nomination Committee is chaired by the Chair of the Supervisory Board or, in the Chair’s absence, by the Deputy Chair of the Supervisory Board.
The term of office of a member of the Nomination Committee begins at the close of the Supervisory Board meeting following the Annual General Meeting at which the member in question was elected and ends at the close of the Supervisory Board meeting following the next Annual General Meeting after the election.
The Nomination Committee, together with the Supervisory Board, prepares a proposal to the Annual General Meeting on the number of members of the Board of Directors, the persons to be elected to the Board of Directors, the Chair and the Deputy Chair of the Board of Directors and the remuneration paid to them.
Current 8 §: Supervisory Board
The Supervisory Board shall supervise the management of the Company exercised by the Board of Directors and the President.
In addition, the Supervisory Board shall:
1. decide, in accordance with the proposals of the Nomination Committee, on the number of members of the Board of Directors, elect the members of the Board and fix the fees and other remunerations payable to the members of the Board,
2. elect, in accordance with the proposals of the Nomination Committee, a chairman and a deputy chairman from among the members of the Board,
3. issue an opinion on the financial statements, auditors’ report and Board of Directors’ report.
Proposal 9 §: Tasks of the Supervisory Board
The Supervisory Board supervises the management of the Company exercised by the Board of Directors and the CEO.
The Supervisory Board, together with the Nomination Committee, prepares a proposal to the Annual General Meeting on the number of members of the Board of Directors, the persons to be elected to the Board of Directors, the Chair and the Deputy Chair of the Board of Directors and the remuneration paid to them.
The Supervisory Board provides the Annual General Meeting with a statement on the financial statements, the auditor’s report and the Board of Directors’ report.
Current 9 § paragraph 1: Summons to a shareholder’s meeting
The summons to the shareholders’ meeting shall be published on the company’s web pages and, if so decided by the Board of Directors, in at least one national newspaper determined by the Board of Directors, at the earliest two months and at the latest 21 days before the shareholders’ meeting.
Proposal 10 § paragraph 1: Notice of the Annual General Meeting
The notice of the Annual General Meeting must be published on the Company’s website and in any other manner decided by the Board of Directors at the earliest two months and at the latest 21 days before the Annual General Meeting.
Current 10 §: Shareholder’s meeting
The Annual General Meeting of shareholders shall be held annually at the latest by the end of May on a date determined by the Board of Directors.
At the Annual General Meeting the following shall be
presented
1. the financial statements,
2. the auditors’ report,
3. the Supervisory Board’s statement on the financial statements and the auditors’ report;
decided
4. approval of the Company income statement and balance sheet and the consolidated income statement and balance sheet,
5. measures called for by the profit or loss reported in the approved balance sheet or consolidated balance sheet,
6. granting discharge of liability to the members of the Board of Directors and Supervisory Board and to the President,
7. the number of the members of the Supervisory Board and their remuneration,
8. the number of auditors and their remuneration,
elected
9. the members of the Supervisory Board,
10. two members of the Supervisory Board’s Nomination Committee preparing the selection of members to the Board of Directors, with the Committee also including the Supervisory Board’s chairman and deputy chairman and the chairman of the Board of Directors,
11. the auditors,
dealt with
12. any other matters mentioned in the summons to the meeting.
Individual shareholders are not entitled to exercise voting powers representing more than one tenth of the votes at the meeting.
Proposal 11 §: Annual General Meeting
The Annual General Meeting is held annually at the latest in May on a date determined by the Board of Directors.
At the Annual General Meeting, the following is
presented
1. financial statements and the Board of Directors’ report
2. auditor’s report
3. Supervisory Board’s statement on the financial statements, the auditor’s report and the Board of Directors’ report
decided
4. approval of the financial statements and the consolidated financial statements
5. measures called for by the profit or loss reported in the confirmed balance sheet
6. granting discharge of liability to the members of the Board of Directors and Supervisory Board and to the CEO
7. number and remuneration of the members of the Supervisory Board
8. number and remuneration of the members of the Board of Directors
elected
9. members of the Supervisory Board
10. Chair and Vice Chair of the Board of Directors
11. other members of the Board of Directors
12. two members of the Nomination Committee of the Supervisory Board
13. auditor
dealt with
14. other matters mentioned in the notice of the meeting.
No single shareholder is entitled to exercise voting rights representing more than one tenth of the votes at a General Meeting.
Current 11 §: Financial period
The Company’s financial period is the calendar year.
The financial statements and other documents pertaining to the Company’s bookkeeping or management shall be submitted to the auditors at the latest by the end of February every year. The auditors shall submit their report to the Board of Directors at the latest in March every year.
Proposal 12 §: Financial year
The Company’s financial year is a calendar year.
Current 12 §: Auditors
The Company shall have at least two and at most three regular auditors who shall be Authorized Public Accountants or auditing firms approved by the Central Chamber of Commerce.
An auditor’s term ends at the close of the next Annual General Meeting following the election.
Proposal 13 §: Auditors
The Company has one auditor who must be an audit firm as referred to in the Auditing Act.
The auditor’s term of office ends at the close of the Annual General Meeting following the auditor’s election.
22. Closing of the meeting
B. Documents of the Annual General Meeting
The agenda of the Annual General Meeting, the aforementioned proposals for resolutions on the agenda of the Annual General Meeting and this notice are available on the company's website at apetit.fi/en/agm2024. The company’s financial statements, Annual Report and auditor's report as well as governance statement, remuneration report and corporate responsibility report will be available on the said website on week 10. The proposals and other documents referred to above are also available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website at the latest by 25 April 2024.
C. Instructions for the participants in the Annual General Meeting
1. Shareholder registered in the shareholders' register of the company
Each shareholder who is registered in the shareholders' register of the company held by Euroclear Finland Ltd on 28 March 2024, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.
Registration for the Annual General Meeting will begin at 10:00 a.m. EET on 1 March 2024. A shareholder registered in the shareholders’ register of the company, who wishes to participate in the Annual General Meeting, must register for the Annual General Meeting no later than by 3 April 2024 at 4:00 p.m. EEST, by which time the registration must have been received by the company.
Registration for the Annual General Meeting can be made starting at 10:00 a.m. EET on 1 March 2024 in the following ways:
1. through the company’s website at apetit.fi/en/agm2024.
Private individuals will log in to the system through strong electronic identification with online banking codes or mobile certificate. Shareholders who are legal persons will need the number of the shareholder’s book-entry account together with the business ID or other identification code for the login. If shareholders who are legal persons use the electronic Suomi.fi authorization, registration requires a strong electronic authentication of the authorized person by using a Finnish bank ID or Finnish mobile certificate.
2. by regular mail to: Apetit Oyj/Yhtiökokous, P.O. Box 100, 02780 Säkylä, Finland.
3. by telephone +358 10 402 2111 (during weekdays between 9:00 a.m. and 4:00 p.m. EEST).
In connection with the registration, the information requested shall be provided, such as the name of the shareholder, date of birth/personal identification number or business identification number, address, telephone number and email address as well as the name of any assistant or proxy representative, as well as the date of birth/personal identification number of a proxy representative. The personal information is used only in connection with the Annual General Meeting and with the processing of related registrations.
Shareholder, their authorized representative or proxy representative shall, to the extent necessary, be able to prove their identity and/or right of representation at the meeting venue.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which they on the record date of the Annual General Meeting Monday 28 March 2024 would be entitled to be registered in the shareholders’ register held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest at 10:00 a.m. EEST on 8 April 2024. This is considered as sufficient registration for holders of nominee registered shares wanting to participate in the Annual General Meeting. Any changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents, voting instructions and registration for the Annual General Meeting from their custodian bank. The account manager of the custodian bank has to temporarily register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the shareholders’ register of the company no later than the time stated above and if necessary, take care of advance voting on behalf of the nominee-registered shareholder before the end of the registration period for nominee-registered shareholders.
Further information is also available on the company's website apetit.fi/en/agm2024
3. Proxy representative and powers of attorney
A shareholder is entitled to participate and use its, his or her rights as a shareholder at the Annual General Meeting by a proxy representative.
A shareholder’s proxy must present a dated power of attorney or otherwise demonstrate in a reliable manner that they are entitled to represent the shareholder at the Annual General Meeting. A model of the power of attorney (proxy form) and voting instructions is available on the company’s website apetit.fi/en/agm2024. The original proxy document must be presented at the Annual General Meeting at the latest.
When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
The representative must send the proxy received by e-mail to the following address or by regular mail to Apetit Plc/Yhtiökokous, P.O. Box 100, 27801 Säkylä, Finland before the end of the notification of participation period, i.e. at the latest by 3 April 2024 at 4:00 p.m. EEST, by which time the mentioned documents or similar information must be received. Shareholders or proxy representatives of shareholders are also required to ensure that they register for the Annual General Meeting in the manner described above in this notice.
Shareholders who are legal persons can also use the electronic Suomi.fi authorization service in Euroclear Finland Oy’s general meeting service instead of the traditional proxy. In such case, a shareholder who is legal person authorizes an assignee nominated by it in the Suomi.fi service at www.suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify himself/herself with strong electronic authentication in Euroclear Finland Oy's general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with a Finnish bank ID or a Finnish mobile certificate. More information on www.suomi.fi/e-authorizations. The websites mentioned above also provide information on registering for the Annual General Meeting and voting in advance for a minor, other impaired or foreign shareholder who has a Finnish book-entry account.
4. Other instructions and information
The meeting will be held in Finnish and there is no simultaneous interpretation into English.
Shareholders present at the Annual General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Companies Act.
Changes in the shareholding after the record date for the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder.
On the date of this notice to the Annual General Meeting, the total number of shares and votes in Apetit Plc is 6,317,576 shares and votes. On 16 February 2024, the company held 95,238 own shares, which do not have voting right in the Annual General Meeting. According to § 10 of the company's articles of association, at the Annual General Meeting, no shareholder is entitled to vote with more than one-tenth of the number of votes represented at the meeting.
The company's annual report will be published in Finnish and English on Apetit Plc's website on week 10.
Säkylä, 19 February 2024
Apetit Oyj
Board of Directors
Contacts
About Apetit Oyj
Apetit is a food industry company firmly rooted in Finnish primary production. Our operations are based on a unique and sustainable value chain: we create well-being with vegetables by offering tasty food solutions that make daily life easier and produce high-quality vegetable oils and rapeseed expellers for feeding stuff. Apetit Plc's shares are listed on Nasdaq Helsinki. Read more: apetit.fi
Share
Facebook
Twitter
LinkedIn
Email
