Apetit Plc: Decisions by the Annual General Meeting 2024
Apetit Plc: Decisions by the Annual General Meeting 2024
Apetit Plc’s Annual General Meeting was held on 11 April 2024 in Säkylä. At the beginning of the meeting 2,407 shareholders representing 3,601,936 shares and votes were represented at the meeting.
Adoption of the Financial Statements and the resolution on the discharge from liability
The Annual General Meeting adopted the financial statements and the consolidated financial statements for the financial year 1 January - 31 December 2023 and discharged the members of the Supervisory Board and the Board of Directors and the CEO from liability.
Dividend
The Annual General Meeting decided, in accordance with the Board of Director’s proposal, that a dividend of EUR 0.75 per share will be paid for the financial year 2023. The dividend will be paid to shareholders who are registered in the company’s share-holder register maintained by Euroclear Finland Ltd on the record date of 15 April 2024. The dividend is paid from 23 April 2024 onwards. No dividend will be paid on shares held by the company.
Handling of the Remuneration Report for governing bodies
The Annual General Meeting decided, in accordance with the Board of Director’s proposal, to adopt the Remuneration Report for 2023 for the governing bodies. The corrected version of the Remuneration Report 2023 was presented to the Annual General Meeting, in which an error found to be of minor importance related to the CEO's remuneration had been corrected. In the remuneration report published on week 10, 2024, the CEO's remuneration was declared too high due to an error.
According to the Companies Act, the decision is advisory. The Remuneration Report is available on the company’s website at apetit.fi/en/corporate-governance/remuneration/ and the Remuneration Report adopted by the Annual General Meeting at apetit.fi/en/agm2024.
Processing of the Company’s Remuneration Policy
The Annual General Meeting decided, in accordance with the Board of Director’s proposal, to approve Apetit Plc’s Remuneration Policy. In accordance with the Limited Liability Companies Act, the resolution is advisory.
The Remuneration Policy is available on the company’s website at apetit.fi/en/corporate-governance/remuneration/.
Resolution of the number of the members of the Supervisory Board
The Annual General Meeting decided that the Supervisory Board will have 16 members elected by the Annual General Meeting.
Resolution of the remuneration of members of the Supervisory Board
The Annual General Meeting decided, in accordance with the Supervisory Board’s Nomination Committee’s proposal, that the remuneration remain unchanged. 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.
Election of the members of the Supervisory Board
5 persons were appointed as re-elected to replace members of the Supervisory Board completing their term and 2 persons were elected as new members.
The Annual General Meeting decided to re-elect Kirsi Ahlgren, Nicolas Berner, Harri Eela, Jari Nevavuori ja Markku Pärssinen and to elect Jonas Laxåback and Marja-Leena Siiri as a new member to the Supervisory Board. Markku Pärssinen and Jonas Laxåback were exceptionally elected for a term of one year in order to level out the separation turns.
Election of the members of the Supervisory Board's Nomination Committee
Nicolas Berner was re-elected as the member of the Supervisory Board's Nomination Committee and Jari Laaninen was elected as a new member of the Supervisory Board's Nomination Committee.
The election of the auditors and remuneration
In accordance with the Board of Director’s proposal two auditors were elected for the company. Ernst & Young Oy authorized public accountants, with Erika Grönlund, APA as the auditor with principal responsibility and Osmo Valovirta, APA were re-elected as auditors. The auditors were elected until the end of the 2025 Annual General Meeting. The auditors’ fees were decided to be paid in accordance with an invoice approved by the company.
Authorizing the Board of Directors to decide on the repurchase of Company’s own shares
In accordance with the Board of Director’s proposal the Annual General Meeting decided to authorize 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 authorization is valid until the closing of the Annual General Meeting 2025, however no longer than until 31 May 2025. The authorization replaces the earlier authorization for repurchasing the Company’s shares given on 13 April 2023.
Amendment of the Articles of Association
The Annual General Meeting decided to approve the amendments of the Articles of Association. In accordance with the proposal, Articles 2, 3, 4, 7, 8, 9, 10, 11 and 12 of the Articles of Association were amended and a new Article 8 was added to the Articles of Association.
The essential change in the new Articles of Association is that the Annual General Meeting will elect the Board of Directors, the Chair, and the Deputy Chair of the Board of Directors.
The minutes of the Annual General Meeting will be available on the company’s website, apetit.fi/en, on 25 April 2024 at the latest.
Apetit Plc
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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
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