Apetit Plc, Stock Exchange Release, 19 October 2022 at 08:30 a.m.
Apetit Plc’s financial reporting and Annual General Meeting in 2023
Apetit Plc will publish its Financial Statements Review, Half Year Financial Review and two Business Reviews in 2023 as follows:
February 16, 2023 at 8.30 a.m. - Financial Statements Review for 2022
April 25, 2023 at 8.30 a.m. - Business Review for January-March 2023
August 17, 2023 at 8.30 a.m. - Half Year Financial Review for January-June 2023
October 26, 2023 at 8.30 a.m. - Business Review for January-September 2023
The Annual Report for 2022 including the Corporate Responsibility Report will be published during the week 10, 2023.
Apetit Plc’s Annual General Meeting is planned to be held on Thursday, April 13, 2023. Apetit's Board of Directors will summon the meeting at a later date.
The financial reports are published in Finnish and English and will be available on the company’s web pages at apetit.fi.
Apetit Plc
For further information, please contact:
Miika Kemilä, Communications and Sustainability Manager, 010 402 4044
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. In 2021, Apetit Group's net sales were EUR 284 million. Read more: apetit.fi
Apetit Plc, Half-Year Report on 18 August 2022 at 08:30 a.m.
Apetit Plc’s Half-Year Report 1 January–30 June 2022
Apetit’s comparable profitability was lower than last year – net sales grew, the sharp increase in costs posed challenges
April–June 2022, continuing operations*)
· In continuing operations, comparable net sales increased by 40 per cent to EUR 47.3 (33.8) million. EBITDA was EUR 0.4 (1.7) million. Operating profit was EUR -1.0 (0.4) million. The sharp increase in the prices of production inputs could not be fully transferred to sales prices.
· The net sales of Food Solutions were EUR 14.7 (14.0) million and operating profit EUR -0.4 (-0.1) million. Net sales increased especially in the food service channel.
· The net sales of Oilseed Products were EUR 32.8 (19.9) million and operating profit EUR -0.2 (0.9) million. Net sales were boosted by the significantly increased sales prices due to the higher price of the oilseed raw material.
January–June 2022, continuing operations*)
· In continuing operations, comparable net sales increased by 27 per cent to EUR 89.9 (70.9) million. EBITDA was EUR 1.5 (5.4) million. Operating profit was EUR -1.2 (2.8) million.
· The net sales of Food Solutions were EUR 31.9 (30.7) million and operating profit EUR 0.7 (1.5) million.
· The net sales of Oilseed Products were EUR 58.2 (40.4) million and operating profit EUR -0.8 (2.2) million. Sales volumes remained on a par with the comparison period.
· Net sales decreased by -5 per cent to EUR 64.9 (68.7) million. EBITDA was EUR 2.8 (0.3) million. Operating profit was EUR 1.2 (-1.2) million.
· The net sales of Grain Trade were EUR 21.9 (40.3) million and operating profit EUR 2.2 (-1.6) million.
· Net sales increased by 2 per cent to EUR 139.7 (136.4) million. EBITDA was EUR 4.6 (2.8) million. Operating profit was EUR 1.4 (-0.3) million.
· The net sales of Grain Trade were EUR 64.0 (76.2) million and operating profit EUR 2.6 (-3.1) million.
*) Apetit’s continuing operations are Food Solutions and Oilseed Products. In addition, Apetit reports Group Functions, consisting of the expenses related to Group management, strategic projects and listing on the stock exchange, that are not allocated to the business segments.
**) Grain Trade is reported as a discontinued operation starting from the Q1/2022 Business Review. The divestment of the Estonian grain trade business to Scandagra was completed on 10 March 2022, and the divestment of the Lithuanian business was completed on 31 March 2022. The divestment of the Finnish operations of the Grain Trade business to Berner Ltd was completed on 31 May 2022.
The information in this report is unaudited. The figures in brackets refer to the corresponding period in 2021, and the comparison period means the corresponding period in the previous year, unless otherwise stated.
PROFIT GUIDANCE FOR 2022 UNCHANGED
The full-year operating profit from continuing operations is expected to decrease year-on-year (EUR 5.8 million in 2021).
KEY FIGURES
EUR million 4-6 4-6 1-6 1-6 1-12
2022 2021 2022 2021 2021
Continuing operations
Net sales 47.3 33.8 40 % 89.9 70.9 27 % 149.1
EBITDA 0.4 1.7 1.5 5.4 11.1
Operating profit -1.0 0.4 -1.2 2.8 5.8
Share of profit of -0.1 -0.2 -0.4 -0.6 0.4
associated company
Sucros
Profit for the period -0.9 0.2 -1.4 1.8 5.3
Earnings per share, -0.14 0.04 -0.22 0.28 0.85
EUR
Investments 3.0 3.3 6.6
Group (incl.
discontinued
operations)
Net sales 64.9 68.7 -5 % 139.7 136.4 2 % 283.9
EBITDA 2.8 0.3 4.6 2.8 9.2
Operating profit 1.2 -1.2 1.4 -0.3 2.8
Profit for the period 0.9 -1.2 0.6 -1.1 2.4
Earnings per share, 0.14 -0.19 0.09 -0.17 0.38
EUR
Equity per share, EUR 14.68 14.48 14.95
ROCE-% 3.8 2.9 2.4
Working capital, end 22.1 25.5 50.5
of period
Net cash flow from 17.8 24.4 5.0
operating activities
Equity ratio, % 82.7 76.3 59.4
Net gearing, % -4.8 3.1 26.6
Esa Mäki, CEO:
“The net sales of Apetit Group’s continuing operations increased significantly, but profitability was lower than in the comparison period. In Food Solutions, the main challenge from profitability’s perspective was inflation that affects production inputs. In Oilseed Products, significantly increased raw material and logistics costs reduced profitability. However, demand for products in both businesses remained high.
The increase in costs continued during the second quarter, and the sales price increases to be made are a response to cost inflation that has already been realised. In Food Solutions, customer price increases will enter into force gradually in late summer and in the autumn.
In Oilseed Products, the introduction of higher sales prices will be slower due to agreement structures and the more extensive customer base. There is very good demand for domestic rapeseed oil in all sales channels. The successfulness of the current cultivation when it comes to the availability and price of oilseed plant raw material is significant for our profitability.
According to recent surveys, an increasing number of consumers has changed their purchasing behaviour as the price of food has increased. Apetit’s products have a strong position in retail trade as the only Finnish option and market leader of frozen vegetable products, which contributes to safeguarding demand for our products also in the changed circumstances. Apetit’s products are of high quality and have competitive prices. They are also a good match with the prevailing food trends of easier daily life, domestic origin, well-being, plant-based food, and sustainability.
The construction of the pizza production line in Pudasjärvi started in May and proceeded as planned during the summer. The approximately EUR 2 million investment was completed in July, and commercial production on the new line started at the beginning of August. New pizzas will be available in shops’ frozen food sections in October. Our goal is to challenge our foreign competitors by baking pizzas with sourdough, using domestic raw materials as much as possible and ensuring the deliciousness with stonebaking.
In Säkylä, we have continued investments in production efficiency improvements. The reception of peas at the start of the production line started during the summer. For its part, this eliminates production bottlenecks and improves our opportunities to increase pea production capacity in the future.
The harvest expectations for field vegetables are hopeful. The hot weather in early summer did not continue too long for plants, and rainfall has been mainly even throughout the growing season in our cultivation areas. After a couple of weaker years, the pea harvest is also expected to be good. Cooler weather has also contributed to the more even development of peas, which is good for pea quality and the smoothness of production.
For oilseed plants, the conditions during the summer growing season have been generally favourable so far. In the Baltic countries, harvesting started on time, and in Finland, main harvesting will probably begin in September a little later than normally. The total cultivation area of rapeseed in Finland increased by approximately 12,000 hectares from the previous year, which contributes to improving the harvest volume forecast.
The divestment of Apetit’s Grain Trade business to Berner was completed at the end of May, and it allows us to focus on growing and developing our processing businesses, meaning the Food Solutions and Oilseed Products businesses. Apetit will continue to cooperate intensively with Berner in purchasing oilseed plant raw material and in increasing the oilseed plant cultivation area and harvest level together with farmers.
Apetit’s products promote sustainable eating in many ways. Baltic Sea Fish Patties, to be launched to professional kitchens in August, complement our local fish product selection. Like Baltic Sea Fish Fingers, the product is made of Finnish skinless Baltic herring fillet. The fishing of Baltic herring removes eutrophicating nutrients and algae from waterways. Sustainable food choices do matter!”
WEBCAST
A news conference (in Finnish) will be held as a live webcast today on 18 August 2022 at 10:00. The news conference can be followed at apetit.fi/for-investors. The presentation material and a recording of the webcast will be available on the company’s website after the news conference.
Apetit Plc
Esa Mäki, CEO, Apetit Plc, tel. +358 10 402 2100
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. We also produce high-quality vegetable oils and rapeseed expellers for feeding stuff, and trade grain on the international markets. Apetit Plc's shares are listed on Nasdaq Helsinki. In 2021, Apetit Group's net sales were EUR 284 million.
Apetit Plc, Stock exchange release on 4.7.2022 at 08:30 a.m.
Apetit Oyj - Managers' Transactions
____________________________________________
Person subject to the notification requirement
Name: Susanna Tevä
Position: Chief Financial Officer
Issuer: Apetit Oyj
LEI: 743700RSFZUIQYABYT14
Notification type: INITIAL NOTIFICATION
Reference number: 16521/5/4
____________________________________________
Transaction date: 2022-06-30
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009003503
Nature of the transaction: ACQUISITION
Transaction details
(1): Volume: 1016 Unit price: 9.84 EUR
Aggregated transactions
(1): Volume: 1016 Volume weighted average price: 9.84 EUR
Apetit Plc
For further information, please contact:
CFO Susanna Tevä, tel. +358 40 7194 845
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. We also produce high-quality vegetable oils and rapeseed expellers for feeding stuff, and trade grain on the international markets. Apetit Plc's shares are listed on Nasdaq Helsinki. In 2021, Apetit Group's net sales were EUR 284 million. Read more: apetit.fi
Apetit Plc, Stock exchange release on 22 June 2022 at 09:30 a.m.
Change in Apetit Plc’s Management Team
Sanna Väisänen, Director, Corporate Communications and Sustainability at Apetit Plc has been resigned from her position and will transfer to another employer. Väisänen will continue to work for Apetit until 31 August 2022.
“On behalf of myself and the company, I want to extend my warm thanks to Sanna for her excellent contribution developing corporate communications and sustainability at Apetit. I also wish her all the best in future,” says CEO Esa Mäki.
Apetit Plc
For further information, please contact:
Esa Mäki, CEO, tel. +358 10 402 2100
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. We also produce high-quality vegetable oils and rapeseed expellers for feeding stuff, and trade grain on the international markets. Apetit Plc's shares are listed on Nasdaq Helsinki. In 2021, Apetit Group's net sales were EUR 284 million. Read more: apetit.fi/en
Apetit Plc, Inside information on 10 May 2022 at 11:20 a.m.
Competition Authority has approved the sale of Apetit’s Grain Trade business to Berner
Competition Authority has approved the transaction in which Apetit sells its Grain Trade business to Berner Oy. The parties have agreed to pursue the completion of the transaction by 31 May 2022.
On 23 March 2022, Apetit announced it had agreed to sell its Grain Trade business to Berner Ltd. The transaction will include Avena’s Finnish grain trade business, as well as its grain stocks and port operations in Finland.
Apetit Plc
For further information, please contact:
Esa Mäki, CEO, tel. +358 10 402 2100
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 through vegetables by offering tasty food solutions that make daily life easier. We also produce high-quality vegetable oils and rapeseed expellers for feedstuff, and trade grain on the international markets. Apetit Plc’s shares are listed on Nasdaq Helsinki. The Group’s net sales in 2021 were EUR 284 million. Read more: at apetit.fi.
Apetit Plc, Stock Exchange Release, 6 May 2022 at 08:30 a.m.
Organisational meeting of the Supervisory Board and election of the Board of Directors
At its meeting on 5 May 2022, Apetit Plc’s Supervisory Board elected Harri Eela as its Chairman and Maisa Mikola as the Deputy Chairman.
The Supervisory Board decided to elect 5 members to Apetit Plc's Board of Directors. Lasse Aho, Annikka Hurme, Kati Sulin, Antti Korpiniemi and Niko Simula were elected as the members of the Board of Directors. Lasse Aho was appointed as the Chairman and Niko Simula as the Deputy Chairman of the Board of Directors.
It was decided that the Board members will be paid an annual remuneration of EUR 22,800 and that the Chairman and Deputy Chairman will receive an annual remuneration of EUR 45,000 and EUR 27,600, respectively. The remuneration will be paid in cash monthly. It was also decided that the Chairman and members of the Board of Directors will be paid a meeting allowance of EUR 600 and EUR 400, respectively.
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. We also produce high-quality vegetable oils and rapeseed expellers for feeding stuff, and trade grain on the international markets. Apetit Plc's shares are listed on Nasdaq Helsinki. In 2021, Apetit Group's net sales were EUR 284 million. Read more: apetit.fi/en
Apetit Plc, Stock exchange release, 5 May 2022 at 1:45 p.m.
Decisions by the Annual General Meeting of Apetit Plc
The Annual General Meeting on 5 May 2022 approved the parent company's and consolidated financial statements for the financial year 1 January - 31 December 2021 and discharged the members of the Supervisory Board and the Board of Directors and the CEO from liability.
The Annual General Meeting decided to adopt the Remuneration Report for 2021 for the governing bodies. 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/.
DIVIDEND
The Annual General Meeting decided according to the Board of Director’s proposal that a dividend of EUR 0.40 per share will be paid for the financial year 2021. 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 9 May 2022. The dividend is paid from 16 May 2022 onwards. No dividend will be paid on shares held by the company.
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 according to the shareholders’ proposal that the Supervisory Board will have 14 members elected by the Annual General Meeting. Two persons were appointed to replace members of the Supervisory Board completing their term. Pekka Perälä was re-elected. Tommi Mäkelä was elected as a new member of the Supervisory Board.
According to the shareholders’ proposal Pekka Perälä and Henrika Vikman were elected as the members of the Supervisory Board's Nomination Committee.
According to the Board of Director’s proposal Ernst & Young Oy, authorized public accountants, with Erika Grönlund, APA as the auditor with principal responsibility and Osmo Valovirta, APA were elected as auditors. The auditors were elected until the end of the 2023 Annual General Meeting.
The Annual General Meeting decided according to the shareholders’ proposal 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.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF COMPANY’S OWN SHARES
According to 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 2023, however no longer than until 31 May 2023. The authorization replaces the earlier authorization for repurchasing the Company’s shares given on 28 May 2021.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUING OF NEW SHARES AND ON THE TRANSFER OF APETIT PLC SHARES HELD BY THE COMPANY (SHARE ISSUE)
According to the Board of Director’s proposal the Annual General Meeting decided to authorize the Board of Directors to decide on issuing new shares as follows: Based on the authorization, a total maximum of 600,000 (six hundred thousand) shares can be issued, which corresponds approximately to 9,5 % of all shares of the company at the moment. Based on the authorization, both new shares and shares held by the company may be issued.
The authorization is valid until the end of the 2024 Annual General Meeting, however no longer than until 31 May 2024. The authorization replaces the earlier authorization to issue shares given on 28 May 2021.
SHAREHOLDER’S PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION
The Annual General Meeting rejected the shareholder’s proposal to amend the articles of association.
The minutes of the Annual General Meeting will be available on the company’s website, www.apetit.fi/en, on 19 May 2022 at the latest.
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. We also produce high-quality vegetable oils and rapeseed expellers for feeding stuff, and trade grain on the international markets. Apetit Plc's shares are listed on Nasdaq Helsinki. In 2021, Apetit Group's net sales were EUR 284 million. Read more: apetit.fi/en
Apetit Plc, Stock Exchange Release, 26 April 2022 at 8:30 a.m.
Apetit Plc’s Business Review 1 January–31 March 2022
The profitability of Apetit’s continuing operations was lower than in the comparison period – Food Solutions recorded a profit
FINANCIAL PERFORMANCE IN BRIEF
January–March 2022, continuing operations*
· In continuing operations comparable net sales increased by 15 per cent to EUR 42.5 (37.1) million. EBITDA was EUR 1.2 (3.7) million. Operating profit was EUR -0.2 (2.4) million
· The net sales of Food Solutions was EUR 17.3 (16.7) million and operating profit EUR 1.1 (1.6) million.
· The net sales of Oilseed Products was EUR 25.4 (20.5) million and operation profit EUR -0.7 (1.3) million.
January–March 2022, Group (incl. discontinued operations**)
· The Group’s comparable net sales increased by 10 per cent to EUR 74.8 (67.8) million. EBITDA was EUR 1.8 (2.5) million. Operating profit was EUR 0.2 (0.9) million.
· The net sales of Grain Trade was EUR 42.1 (35.9) million and operating profit EUR 0.4 (-1.4) million.
· The Group’s liquidity was good, and its financial position was strong. The equity ratio was 62.7 (69.6) per cent and gearing was 23.6 (18.2) per cent. The Group’s cash flow from operating activities after interest and taxes was EUR 2.9 (3.7) million.
*) Apetit’s continuing operations are Food Solutions and Oilseed Products.
**) Grain Trade is reported as a discontinued operation starting from the Q1/2022 Business Review. Apetit agreed on 23 March 2022 to sell its Grain Trade business to Berner Ltd. The transaction is expected to be completed in Q2/2022.
The information in this report is unaudited. The figures in brackets refer to the corresponding period in 2021, and the comparison period means the corresponding period in the previous year, unless otherwise stated.
KEY FIGURES
EUR million 1–3/2022 1–3/2021 Change 1–12/2021
Continuing operations
Net sales 42.5 37.1 15% 149.1
EBITDA 1.2 3.7 11.1
Operating profit -0.2 2.4 5.8
Share of profit of -0.3 -0.5 0.4
associated company
Sucros
Profit for the period -0.5 1.5 5.3
Earnings per share, -0.08 0.25 0.85
EUR
Investment 0.9 0.4 6.6
Group (incl.
discontinued
operations)
Net sales 74.8 67.8 10% 283.9
EBITDA 1.8 2.5 9.2
Operating profit 0.2 0.9 2.8
Profit for the period -0.3 0.1 2.4
Earnings per share, -0.05 0.02 0.38
EUR
Equity per share, EUR 15.39 15.32 14.95
ROCE % 1.7 4.0 2.4
Working capital at the 36.4 47.3 50.5
end of the period
Net cash flow from 2.9 3.7 5.0
operating activities
Equity ratio, % 62.7 69.6 59.4
Gearing, % 23.6 18.2 26.6
ESA MÄKI, CEO
“The significant increase in the prices of production inputs had a negative effect on the profit performance of continuing operations in the first quarter. The profitability of Food Solutions was reduced in particular by higher energy costs. The profitability of Oilseed Products was weighed down by the high costs of raw materials and logistics. Both businesses will continue to transfer the higher costs to sales prices.
At the end of December, we announced that Apetit had signed an agreement to sell the Baltic operations of the Grain Trade business to Scandagra Group. The sale concerned the business operations of Avena’s companies in Estonia and Lithuania. The transactions for both companies were completed as planned in March. In connection with these divestments, we decided to close our Latvian company. The Latvian company primarily provided logistics support for wheat and oilseed plants sourced in Lithuania.
In March, we announced the sale of the Finnish operations of the Grain Trade business to Berner Ltd. The transaction will be carried out as a business transfer including Avena’s Finnish grain trade business, as well as its grain stocks and port operations in Finland. The transaction is expected to be completed in the second quarter. The completion of the sale is subject to approval by the competition authority.
Once completed, the divestment of the Grain Trade business will improve Apetit’s profitability and allow Apetit to focus on the growth and development of its processing businesses, namely the Food Solutions and Oilseed Products businesses. The operating environment and competitive landscape in the Grain Trade business has changed drastically during the past few years. The operating conditions have continuously become increasingly challenging for a company that operates purely as a grain seller.
In the upcoming cultivation season, our target for contract growing is the previously established level of just over 30 million kilograms of domestic vegetables. In addition to contract farming, we will continue to implement a number of projects at our experimental farm to seek ways to improve soil fertility and water economy, for example, and to develop the cultivation of various legumes, such as chickpeas, to correspond to the needs of the industry. This will present us with the opportunity to further increase our degree of domestic origin and our self-sufficiency with regard to specialty plants.
We will continue our efforts to increase the cultivation area and harvest size of oilseed plants in Finland. Due to the significant increase in the prices of oilseed plants, the profitability of cultivation is at an attractive level from the farmer’s perspective, and there is certain demand for oilseed plant raw material in the Finnish food industry. High-quality rapeseed oil is valued and in high demand in all sales channels: industry, professional kitchens and retail. The BlackGrain rapeseed ingredient, which is currently in small-scale production, responds to the need to increase the availability of plant-based proteins. Our development efforts are focused on moving the production to an industrial scale.
Apetit’s corporate responsibility programme sets a target of reducing the CO\2\ emissions from Apetit’s own operations by 75 per cent by 2025. The most significant emission reductions are achieved from the bioenergy plant completed at the Kantvik vegetable oil milling plant, which became operational last year, and the new energy solution to be deployed in Säkylä.
The energy solution at the Säkylä frozen foods plant will use heat-capturing technology and renewable energy to reduce the plant’s CO\2\ emissions by as much as 80 per cent. The new energy solution is scheduled to be deployed in the second quarter of 2023. To date, we have reduced the Group’s emissions by over 50 per cent compared to the baseline year specified in our corporate responsibility programme. Phasing out the use of fossil fuels and having a fixed price for electricity will also significantly reduce the Group’s energy costs in the next few years.
In general, Apetit has successfully achieved its goal of ensuring the health and safety of employees and undisrupted operations throughout the food supply chain during the COVID-19 pandemic. However, sickness-related absences caused by the pandemic have significantly increased during the early part of the year.
Apetit will continue to promote sustainable food supply chains in a profitable manner.”
KEY FIGURES BY SEGMENT, CONTINUING OPERATIONS
Food Solutions
EUR million 1–3/2022 1–3/2021 Change 2021
The segment’s net sales 17.3 16.7 4% 61.5
EBITDA 1.9 2.4 9.2
Operating profit 1.1 1.6 5.9
Oilseed Products
EUR million 1–3/2022 1–3/2021 Change 2021
The segment’s net sales 25.4 20.5 24% 88.1
EBITDA -0.3 1.6 3.4
Operating profit -0.7 1.3 2.0
Group Functions
EUR million 1–3/2022 1–3/2021 Change 2021
The function’s net sales - - -
EBITDA -0.5 -0.3 -1.5
Operating profit -0.6 -0.5 -2.2
In addition to the reporting segments, Apetit reports Group Functions, consisting of the expenses related to Group management, strategic projects and listing on the stock exchange, that are not allocated to the business segments.
KEY FIGURES BY SEGMENT, DISCONTINUED OPERATIONS
Grain Trade
EUR million 1–3/2022 1–3/2021 Change 2021
The segment’s net sales 42.1 35.9 17% 164.5
EBITDA 0.6 -1.2 -2.0
Operating profit 0.4 -1.4 -3.0
FINANCIAL PERFORMANCE IN JANUARY–MARCH, CONTINUING OPERATIONS
Comparable net sales increased by 15 per cent to EUR 42.5 (37.1) million. In Food Solutions, net sales increased by 4 per cent: the sales of frozen foods grew especially in the food service and export channels. The food service channel has continued its recovery from the impacts of COVID-19 but is still below the pre-pandemic level. In Oilseed Products, the selling prices of raw materials and end products have continued to increase, and net sales grew substantially.
The operating profit was EUR -0.2 (2.4) million. The profit performance of Food Solutions was negatively affected by high energy costs and COVID-19-related arrangements in production operations. Significantly increased raw material and logistics costs reduced the refining margin in Oilseed Products and reduced profitability. The sharp increases in prices have not yet been fully transferred to the sales prices of end products.
FINANCIAL PERFORMANCE IN JANUARY–MARCH, DISCONTINUED OPERATIONS
Comparable net sales increased by 17 per cent to EUR 42.1 (35.9) million. The net sales of Grain Trade increased substantially due to higher prices.
The operating profit was EUR 0.4 (-1.4) million. The operating profit of the Grain Trade business was improved by commercial successes related to taking advantage of the prevailing market conditions.
The Group’s liquidity was good, and its financial position was strong. The equity ratio was 62.7 (69.6) per cent and gearing was 23.6 (18.2) per cent. The Group’s cash flow from operating activities after interest and taxes was EUR 2.9 (3.7) million.
THE DIVESTMENT OF THE GRAIN TRADE BUSINESS
On 28 December 2021, Apetit announced that its subsidiary Avena Nordic Grain had agreed to sell the Baltic operations of its Grain Trade business to Scandagra Group. The agreement concerned the business operations of Avena’s Estonian and Lithuanian companies.
The requirements for closing the sale of the Estonian company were fulfilled, and the transaction was completed on 10 March 2022. The requirements for closing the sale of the Lithuanian company were fulfilled, and the transaction was completed on 31 March 2022. Apetit also decided to close its Latvian company. The Latvian company primarily provided logistics support for wheat and oilseed plants sourced in Lithuania.
On 23 March 2022, Apetit announced it had agreed to sell its Grain Trade business to Berner Ltd. The transaction will be carried out as a business transfer including Avena’s Finnish grain trade business, as well as its grain stocks and port operations in Finland. The transaction is expected to be completed in the second quarter. The completion of the sale is subject to approval by the competition authority.
IMPACTS ON BUSINESS OF THE WAR IN UKRAINE
The war in Ukraine has an indirect impact on Apetit’s business through the higher prices of energy, raw materials and packaging materials. Apetit does not have operations in Ukraine, Russia or Belarus. Apetit also does not export food products or raw materials to these countries. Certain ingredients used in food production, such as spices, have previously been sourced from Russia, but alternative suppliers have been found for these ingredients. The events in Ukraine create uncertainty and exceptional volatility in the prices of raw materials and products in the oilseed plant business. Logistics chains for raw and packaging materials may also be disrupted by the war. The potential business effects of sanctions are actively monitored.
EVENTS AFTER THE END OF THE PERIOD
The Group had no material events after the end of the period.
SEASONALITY OF OPERATIONS
In accordance with the IAS 2 standard, the historical cost of inventories includes a systematically allocated portion of the fixed production overheads. With production focusing on harvest time, raw materials are mainly processed into finished products during the second half of the year. This means that more fixed production overheads are recognised on the balance sheet in the second half of the year. Due to this accounting practice, most of the Group’s annual profit is accrued during the second half of the year. The seasonal nature of profit accumulation is most marked in the Food Solutions segment and in the associated company Sucros, where production reflects the crop harvesting season.
Harvesting seasons also cause seasonal variation in the amount of working capital tied up in operations. Working capital tied up in Grain Trade and Oilseed Products is at its highest towards the end of the year and decreases to its lowest in the summer before the next harvest season. As production in the Food Solutions segment is also seasonal and follows the harvest period, the working capital tied up in operations is at its highest around the turn of the year in that segment.
Net sales in the Grain Trade business vary from one year and quarter to the next, even quite considerably, being dependent on the demand and supply situation and on the price level in Finland and other markets.
PROFIT GUIDANCE FOR 2022 UPDATED TO CORRESPOND TO THE CURRENT CONTINUING OPERATIONS (published on 21 April 2022)
The full-year operating profit from continuing operations is expected to decrease year-on-year (EUR 5.8 million in 2021).
Apetit Plc
For further information, please contact:
Esa Mäki, CEO, tel. +358 10 402 2100
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 through vegetables by offering tasty food solutions that make daily life easier. We also produce high-quality vegetable oils and rapeseed expellers for feedstuff, and trade grain on the international markets. Apetit Plc’s shares are listed on Nasdaq Helsinki. The Group’s net sales in 2021 were EUR 284 million. Read more: at apetit.fi.
Apetit Plc, Inside information on 21 April 2022 at 08:15 a.m.
Apetit updates its profit guidance to correspond the current continuing operations
Apetit Plc updates its profit guidance for 2022 to correspond the current continuing operations.
The updated profit guidance:
The full-year operating profit from continuing operations is expected to decrease year-on-year (EUR 5.8 million in 2021).
The previous profit guidance published on 17 February 2022:
The full-year operating profit from continuing operations is expected to improve year-on-year (EUR 2.8 million in 2021).
Apetit’s continuing operations are Food Solutions and Oilseed Products. In the company’s previous profit guidance published on 17 February 2022 Grain Trade was included in the continuing operations, but from the Business Review Q1/2022 onwards Grain Trade will be reported as a discontinued operation.
The transactions of Grain Trade’s Estonian company has been completed on 10 March 2022 and the Lithuanian company on 31 March 2022. It was also decided to close the Latvian company and the business has been shut down.
On 23 March 2022, Apetit has agreed to sell its Grain Trade business, including Finnish grain trade business as well as its grain stocks and port operations in Finland, to Berner Ltd. The sale is expected to be completed during Q2/2022.
Apetit will publish its Business Review for the first quarter of 2022 on Tuesday, 26 April 2022 at 8:30 a.m.
Apetit Plc
For further information, please contact:
Esa Mäki, CEO, Apetit Plc, tel. +358 10 402 2100
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. We also produce high-quality vegetable oils and rapeseed expellers for feedstuff, and trade grain on the international markets. Apetit Plc’s shares are listed on Nasdaq Helsinki. The Group’s net sales in 2021 were EUR 284 million. Read more: apetit.fi/en
Apetit Plc, Stock Exchange Release, 25 March 2022 at 10:00 a.m.
Invitation to the Annual General Meeting of Apetit Plc
Notice is given to the shareholders of Apetit Plc (“Apetit” or “the company”) to the Annual General Meeting which will be held on Thursday, 5 May 2022 at 1.00 p.m. EEST. The Annual General Meeting will be held under extraordinary meeting procedures without shareholders’ or their proxy representatives’ presence at the company’s head office at Maakunnantie 4, Säkylä, Finland.
The Annual General Meeting will be held based on the so-called temporary act 375/2021 (“Temporary Act”). The Board of Directors of Apetit has resolved on exceptional meeting procedures based on the Temporary Act so that the Annual General Meeting can be held in a predictable manner while ensuring the health and safety of the shareholders, employees, and other stakeholders of the company.
The shareholders of Apetit and their proxy representatives may participate in the Annual General Meeting and exercise their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance. Instructions for shareholders are provided in section C. “Instructions for the participants in the Annual General Meeting”.
It is not possible to attend the Annual General Meeting in person and no webcast to the Annual General Meeting will be provided.
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
Ms. Johanna Hölli-Koskipirtti, LL.M, will act as Chairman of the Annual General Meeting by the appointment of the Board of Directors. Should Johanna Hölli-Koskipirtti for a weighty reason not be able to act as Chairman of the Annual General Meeting, the company’s Board of Directors will appoint another person that it deems most suitable to act as Chairman. The Chairman may appoint a secretary for the Meeting.
3. Election of person to scrutinize the minutes and to supervise the counting of votes
Mr. Harri Eela, Chairman of the Supervisory Board will scrutinize the minutes and supervise the counting of votes by the appointment of the Board of Directors. Should Harri Eela for a weighty reason not be able to attend to these tasks, the company’s Board of Directors will appoint another person that it deems most suitable to scrutinize the minutes and 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
Shareholders who have voted in advance in accordance with the instructions set out in this notice and who have the right to attend the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be recorded to have attended the Annual General Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd.
6. Presentation of the financial statements, the report of the Board of Directors and the Auditor’s report for the year 2021
As shareholders can only participate in the Annual General Meeting by voting in advance, the Annual Report 2021 published on 10 March 2022 which includes the company’s financial statements, the report of the Board of Directors and the auditor’s report will be deemed to have been presented to the Annual General Meeting. The document is available on the company’s website.
7. Presentation of the Statement of the Supervisory Board on the financial statements, the report of the Board of Directors and Auditor’s report
As shareholders can only participate in the Annual General Meeting by voting in advance, the Annual Report 2021 published on 10 March 2022 which includes the statement of the Supervisory Board will be deemed to have been presented to the Annual General Meeting. The document is available on the company’s website.
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 on the payment of dividends
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.40 per share be paid for the financial year 2021 from the distributable funds of the company. 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 9 May 2022. The Board of Directors proposes to the Annual General Meeting that the dividend be paid beginning from 16 May 2022.
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 2021
11. Handling of the remuneration report for governing bodies
As shareholders can only participate in the Annual General Meeting by voting in advance, the Remuneration Report for 2021 published by a stock exchange release on 10 March 2022, is deemed to have been presented to the Annual General Meeting. The Remuneration Report is available on the company’s website.
The Board of Directors proposes that the Annual General Meeting adopts the Remuneration Report for 2021 for the governing bodies. According to the Companies Act, the decision is advisory.
The Remuneration Report is available on the company’s website at https://apetit.fi/en/corporate-governance/remuneration/.
12. 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 18. In addition, the personnel may appoint a total of four representatives to the Supervisory Board.
The Board of Directors has received two separate proposals from the shareholders for the number of members of the Supervisory Board:
· Certain shareholders propose to the Annual General Meeting that the number of members of the Supervisory Board be fourteen (14); and
· Certain shareholders propose to the Annual General Meeting that the number of members of the Supervisory Board be seventeen (17).
A shareholder may vote in favor of the option they support in the advance voting. At the Annual General Meeting, no shareholder is entitled to vote with more than one-tenth of the votes represented at the meeting.
Shareholders’ proposals (in Finnish) are available on the company’s website at https://apetit.fi/agm2022.
13. Resolution on the remuneration of members of the Supervisory Board
The current meeting fee for the Chairmen 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 the meeting are paid in accordance with the company's travel rules.
Certain shareholders propose to the Annual General Meeting that the remuneration of the members of the Supervisory Board remains unchanged. The shareholders’ proposal (in Finnish) is available on the company’s website at https://apetit.fi/en/agm2022/.
14. Election of the members of the Supervisory Board
The term of the following six (6) Supervisory Board members will end on the Annual General Meeting 2022: Jussi Hantula, Risto Korpela, Jonas Laxåback, Pekka Perälä, Timo Ruippo and Veli-Pekka Suni.
The company has received two separate proposals from the shareholders for the election of the members of the Supervisory Board:
· Certain shareholders propose to the Annual General Meeting that Pekka Perälä (re-election) and Tommi Mäkelä (new member) be elected as members of the Supervisory Board; and
· Certain shareholders propose to the Annual General Meeting that Pekka Perälä (re-election), Jonas Laxåback (re-election), Timo Ruippo (re-election), Veli-Pekka Suni (re-election) and Ari Perälä (new member) be elected as members of the Supervisory Board.
The number of members to be elected to the Supervisory Board depends on what is confirmed as the number of the members of the Supervisory Board above in above item 12. Thus, either two (2) or five (5) members of the Supervisory Board will be elected. The other members of the Supervisory Board who are not due to resign shall continue in office.
After clarifying the position of the above-mentioned shareholders, the Board of Directors has decided that the members of the Supervisory Board will be elected so that the shareholders will take a stand for each candidate for membership in the Supervisory Board separately. The two or five candidates who receive the most votes shall be elected depending on what is the confirmed number of members of the Supervisory Board in above item 12. Shareholders will vote separately for each seat to be filled and the two or five persons who receive the most votes will be elected. In the case of a tie, the election shall be settled by a lot by the Chairman of the meeting in the presence of the supervisor for counting votes. At the Annual General Meeting, no shareholder is entitled to vote with more than one-tenth of the votes represented at the meeting.
As indicated above, the following persons are nominated as members of the Supervisory Board (in alphabetical order):
a. Jonas Laxåback (re-election);
b. Tommi Mäkelä (as a new member);
c. Ari Perälä (as a new member);
d. Pekka Perälä (re-election);
e. Timo Ruippo (re-election);
f. Veli-Pekka Suni (re-election).
Presentations of the new candidates for the Supervisory Board and shareholders’ proposals (in Finnish) are available on the company's website at https://apetit.fi/en/agm2022/. The nominated members for the Supervisory Board have given their consent for the election.
15. Appointment of two members to the Supervisory Board’s Nomination Committee
The Nomination Committee of the Supervisory Board, which consists of the Chairman and Deputy Chairman of the Supervisory Board, the Chairman of the Board of Directors and two shareholders' representatives elected by the Annual General Meeting, makes a recommendation to the Supervisory Board on the composition of the Board of Directors and the remuneration paid to the members thereof.
Certain shareholders propose to the Annual General Meeting that Pekka Perälä and Henrika Vikman be re-elected as members of the Supervisory Board’s Nomination Committee. Shareholders’ proposals are available (in Finnish) on the company’s website at https://apetit.fi/en/agm2022/.
16. Resolution on the number of auditors and their remuneration
The Board of Directors proposes to the Annual General Meeting 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.
17. Election of the auditors
The Board of Directors proposes 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 end of the 2023 Annual General Meeting.
18. 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 2023, however no longer than until 31 May 2023. The authorization replaces the earlier authorization for repurchasing the Company’s shares given on 28 May 2021.
19. Authorizing the Board of Directors to decide on the issuing of new shares and on the transfer of Apetit Plc shares held by the company (share issue)
The Board of Directors proposes to the Annual General Meeting that the Board of Directors is authorized to decide on issuing new shares as follows: Based on the authorization, a total maximum of 600,000 (six hundred thousand) shares can be issued, which corresponds approximately to 9.5 per cent of all shares of the company at the moment. Based on the authorization, both new shares and shares held by the company may be issued. When issuing and transferring the shares, the shareholders’ pre-emptive subscription right may be deviated from (directed issue), if the company has a weighty 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 transfer price for Apetit Plc’s shares held by the company must be at least the current value of the share at the time of transfer, determined by the price quoted in public trading on the Nasdaq Helsinki Ltd exchange. The Board of Directors has a right to issue shares against other consideration than money. When implementing share-based incentive plans shares can also be issued without consideration. The Board of Directors is also authorized to decide on the share subscription price and other terms and circumstances concerning the share issue.
The authorization is proposed to be valid until the end of the 2024 Annual General Meeting, however no longer than until 31 May 2024. The authorization replaces the earlier authorization to issue shares given on 28 May 2021.
20. Shareholder’s proposal to amend the Articles of Association
The shareholder Eira Capital Oy proposes to the Annual General Meeting that the Articles of Association of Apetit Plc be amended. The proposed amendment concerns item 10 of the Articles of Association regarding Annual General Meeting, from which the shareholder proposes to delete the sentence “Individual shareholders are not entitled to exercise voting powers representing more than one tenth of the votes at the meeting.” The shareholder justifies the proposed amendment by improving the liquidity of the share.
The shareholder’s proposal in its entirety (in Finnish) and the company’s current Articles of Association are available on the company’s website at https://apetit.fi/en/agm2022/ and https://apetit.fi/en/corporate-governance/
21. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for resolutions by the Board of Directors relating to the agenda of the Annual General Meeting and this notice available on Apetit Plc’s website at https://apetit.fi/en/agm2022/. Apetit’s financial statements, the report of the Board of Directors and the auditor’s report, the corporate governance statement, remuneration report and corporate responsibility report have been available on the said website https://apetit.fi/en/for-investors/financial-reports-and-annual-reviews/ since 10 March 2022. Copy of the documents and this notice will be sent to shareholders upon request. The minutes of the Annual General Meeting are available on the above-mentioned website no later than on Thursday 19 May 2022.
C. Instructions for the participants in the Annual General Meeting
In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be organized so that the shareholders and their proxy representatives are not allowed to participate in the Annual General Meeting at the meeting venue nor via live webcast. A shareholder and shareholder’s representative may participate in the Annual General Meeting only by voting in advance as set out below.
1. Right to participate
Each shareholder, who is registered in the shareholders’ register of the company held by Euroclear Finland Ltd on the record date of the Annual General Meeting, which is 25 April 2022, 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. A shareholder can participate in the Annual General Meeting and exercise his/her shareholder rights only by voting in advance or via proxy representative in accordance with the instructions set out below.
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.
2. Registration and voting in advance
Registration for the Annual General Meeting and advance voting will begin at 12.00 noon EEST on 29 March 2022 following the deadline for submitting counterproposals as further set out in section 5 below and once Apetit has published any counterproposals to be put to the vote on Apetit’s website. 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 and vote in advance no later than by 28 April 2022 at 4.00 p.m. EEST, by which time the registration and votes must have been received.
A shareholder, whose shares are registered on his/her Finnish book-entry account, can register and vote in advance on certain matters on the agenda between 12.00 noon EEST on 29 March 2022 and 4.00 p.m. EEST on 28 April 2022 in the following ways:
a. electronically through the company’s website at https://apetit.fi/en/agm2022/
Private individuals will log in to the system through strong electronic identification with online banking codes or mobile certificate. Entities will need the number of the shareholder’s book-entry account together with the business ID or other identification code for the login. The book-entry account number can be found, among other things, in the book-entry account statement.
Strong electronic identification for registration and advance voting requires the use of Finnish bank IDs or a mobile certificate, and the shareholder must provide a personal identity number or company ID, e-mail address and / or telephone number.
The shareholder is connected to the electronic general meeting service via a secure internet connection. The current communication connection is encrypted with SSL technology, which is commonly used e.g. in online banking.
Shareholders who are legal persons can vote in advance by using their business ID and book-entry account number. If the shareholders who are legal persons use the electronic Suomi.fi e-authorization, registration requires a strong electronic authentication of the authorized person by using a Finnish bank ID or Finnish mobile certificate.
b. by regular mail or e-mail
A shareholder may send the advance voting form available on the company’s website or similar information to Euroclear Finland Ltd by e-mail to or by regular mail to Euroclear Finland Ltd, Yhtiökokous/Apetit Plc, P.O. Box 1110, FI-00101 Helsinki, Finland or by-email to . The advance voting form will be available at the latest on 29 March 2022 on the company’s website.
The advance voting instructions will also be available on the company's website at https://apetit.fi/en/agm2022/.
If a shareholder participates in the Annual General Meeting by submitting advance votes by regular mail or e-mail to Euroclear Finland Oy, submitting votes before the end of registration and advance voting is considered as registration to the Annual General Meeting, provided that the shareholder's message contains the information required for registration.
In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information. The personal information given to the company by shareholders and proxy representatives is only used in connection with the Annual General Meeting and with the processing of related necessary registrations.
A shareholder may take a position on the resolution items he or she wishes, and change the votes cast in advance during the advance voting period, as well as browse the advance votes cast after the Annual General Meeting. A shareholder may also print a confirmation of the votes cast in advance.
3. Proxy representative and powers of attorney
A shareholder is entitled to participate and make use of his or her rights as a shareholder at the Annual General Meeting by a proxy representative. Due to the Covid-19 pandemic, shareholders who will not vote in advance themselves, are asked to exercise their rights through a central representative appointed by the company, by authorizing Senior Legal Counsel Jaakko Heliö from Fondia Plc., or a person appointed by him, to act as a proxy representative and exercise the shareholder’s voting rights at the Meeting in accordance with the voting instructions given by the shareholder. There are no costs for the shareholder to authorize the proxy representative provided by the company, except for any costs of mailing proxy materials. A signed proxy document including an advance voting form must be delivered to Jaakko Heliö, by regular mail or e-mail (contact details below) before the end of the registration and advance voting period, by which time the documents must be received.
The contact details of the proxy representative appointed by the company are: Fondia Plc, Jaakko Heliö/Apetit Plc, PL 4, 00101 Helsinki; .
A shareholder may participate in the Annual General Meeting and exercise his/her rights thereat also through another proxy representative. Shareholder’s proxy representative shall present a dated proxy document or otherwise demonstrate his/her right to represent the shareholder at the Annual General Meeting in a reliable manner. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing a 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.
A proxy and voting instruction template will be available at the company’s website https://apetit.fi/en/agm2022/ at 12.00 noon EEST on 29 March 2022 at the latest, once the period for submitting counterproposals for voting has expired and once the company has published any counterproposals for voting on Apetit's website. Any proxy documents are to be delivered primarily by email to or by regular mail to the address Apetit Plc, Sörnäistenkatu 1, 00580 Helsinki. The proxy documents must be received before the end of the notification of participation period, i.e. at the latest by 28 April 2022 at 4.00 p.m. EEST. Proxy representatives of shareholders are also required to vote in advance in the manner instructed in this notice.
Submitting a proxy to the company before the end of the notification of participation period constitutes due registration for the Annual General Meeting, provided that the required information for the participation listed in this notice is given. Submitting a proxy, including voting instructions, that has been granted to the proxy representative appointed by the company, before the end of the notification of participation period constitutes due registration for the Annual General Meeting as well as voting in advance, provided that the required information listed in this notice is given on the proxy.
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy in Euroclear Finland Oy’s general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at https://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 https://www.suomi.fi/e-authorizations.
Holders of nominee registered shares are advised to follow the instructions of their custodian bank regarding proxies as further described in section 4. If a holder of nominee registered shares wishes to be represented by some other person than his/her custodian, the representative must present to the company a dated proxy demonstrating the right to represent the shareholder.
4. 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 he/she on the record date of the Annual General Meeting, on 25 April 2022, would be entitled to be registered in the shareholders’ register of the company maintained by Euroclear Finland Oy Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 2 May 2022 at 10.00 a.m. EEST. As regards the nominee registered shares, this constitutes due registration for the Annual General Meeting. Changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the Annual General 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 shareholders’ register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, into the temporary shareholders’ register of the company at the latest by 2 May 2022 at 10.00 a.m. EEST. The account management organization of the custodian bank shall also take care of the voting in advance on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares.
5. Counterproposals, right to ask questions and other information
Shareholders representing at least one hundredth (1/100) of all the shares in the company as defined in the temporary act, have the right to make counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals shall be delivered to the company by e-mail to at the latest on 28 March 2022 at 10.00 a.m. EEST. Shareholders who make a counterproposal must submit a statement of their ownership when submitting the counterproposal. A counterproposal is eligible for voting at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Annual General Meeting represent at least one hundredth (1/100) of all shares in the company. If a counterproposal is not eligible for voting at the Annual General Meeting, the votes given in favor of such a counterproposal will not be taken into account. The company will publish any counterproposals eligible for voting on the company‘s website at https://apetit.fi/en/agm2022/ 10 a.m. EEST on 29 March 2022, at the latest.
A shareholder has the right to ask questions with respect to the matters to be considered at the Annual General Meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act. Such questions must be sent by e-mail to by 21 April 2022. Such questions by shareholders, responses to such questions by Apetit‘s management as well as other counterproposals than those eligible for voting will be available on the company‘s website at https://apetit.fi/en/agm2022/ on 26 April 2022, at the latest.
In connection with asking questions or making counterproposals, shareholders are required to provide adequate evidence of their shareholding.
6. Other instructions and information
On the date of this notice to the Annual General Meeting, 25 March 2022, the total number of shares and votes in Apetit Plc is 6,317,576 shares and votes. On the date of this notice, the company holds 77,668 own shares, which do not have voting right in the annual general meeting.
Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder.
Any additional inquiries regarding the arrangements for the Annual General Meeting are requested to be addressed to Apetit Plc's Management Assistant Tuija Österberg, , +358 50 464 4509.
Säkylä, 25 March 2022
Apetit Plc
Board of Directors
For further information, please contact:
Sanna Väisänen, Director, Corporate Communications and Sustainability, p. 358 10 402 4041
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. We also produce high-quality vegetable oils and rapeseed expellers for feeding stuff, and trade grain on the international markets. Apetit Plc's shares are listed on Nasdaq Helsinki. In 2021, Apetit Group's net sales were EUR 284 million. Read more: apetit.fi/en
Apetit Plc, inside information, on 23 March 2022 at 03:00 p.m.
Apetit has agreed to sell its Grain Trade business
Apetit Plc has agreed to sell its Grain Trade business to Berner Ltd. Berner Ltd is a Finnish family company with a strong position in the Finnish agricultural trade. In 2018, Apetit Group’s subsidiary Avena Nordic Grain Oy and Berner Oy started close cooperation as Farmer’s Avena Berner. The operating model was based on a partnership and a common field organisation for production input and grain trade.
The transaction will be carried out as a business transfer including Avena’s Finnish grain trade business as well as its grain stocks and port operations in Finland. Avena’s grain trade employees will be transferred to Berner as existing employees.
The agreed acquisition price is about EUR 4 million added by the value of the transferring inventory. The acquisition price is paid in cash at the time of the sale. The sale is expected to take place during the second quarter. The sale requires approval by the competition authority. Apetit will make a non-recurring gain of about EUR 2 million after tax on the sale. This gain will be allocated to the second quarter. The transaction’s final effect on the result will become clearer once it has been completed.
In 2021, the net sales of Apetit’s entire Grain Trade business were EUR 164.5 million, of which the share of Finnish operations was EUR 73 million. The Grain Trade business had 51 employees in 2021.
Apetit will report the entire Grain Trade business as a discontinued operation starting from the Q1/2022 business review.
In December, Apetit’s subsidiary Avena Nordic Grain agreed to sell the Baltic operations of its Grain Trade business to Scandagra Group. The conditions of the sale concerning the Estonian company have been fulfilled and the sale was completed on 10 March 2022. The sale of the Lithuanian company’s business is waiting for the approval of the local competition authority. The transaction is expected to be completed during the first quarter of 2022.
The transactions are expected to have a positive effect on Apetit Group’s annual operating profit.
Apetit Plc’s CEO Esa Mäki:
“Apetit’s strategic goal has been to develop its trade capabilities in the grain trade. As a result of changes in the operating environment and the market situation, reaching the goal has been challenging, which has unfortunately had a negative effect on the performance of the Grain Trade business. I believe that Berner is in a good position with synergies to continue developing the business. Once completed, the divestment of the Grain Trade business will improve Apetit’s profitability and allow us to focus on growing and developing our processing businesses, meaning the Food Solutions and Oilseed Products businesses.”
Berner Ltd’s CEO Antti Korpiniemi:
“Acquiring Apetit’s Grain Trade business gives us the opportunity to grow our agricultural trade value chain in Finland. We believe that this transaction, together with our existing expertise, creates significant added value for the development of our entire production input and grain trade business as well as for increasing our competitiveness.”
Apetit Plc
For further information, please contact:
Esa Mäki, CEO, Apetit Plc, tel. +358 (0)10 402 2100
Antti Korpiniemi, CEO, Berner Ltd, tel. +358 20 791 4200
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. We also produce high-quality vegetable oils and rapeseed expellers for feedstuff, and trade grain on the international markets. Apetit Plc’s shares are listed on Nasdaq Helsinki. The Group’s net sales in 2021 were EUR 284 million. Read more: apetit.fi/en
Apetit Plc, Stock exchange release on 18 March 2022 at 11:00 a.m.
Apetit Oyj - Managers' Transactions
____________________________________________
Person subject to the notification requirement
Name: Annikka Hurme
Position: Member of the Board/Deputy member
Issuer: Apetit Oyj
LEI: 743700RSFZUIQYABYT14
Notification type: INITIAL NOTIFICATION
Reference number: 11550/6/6
____________________________________________
Transaction date: 2022-03-16
Venue not applicable
Instrument type: SHARE
ISIN: FI0009003503
Nature of the transaction: RECEIPT OF A SHARE-BASED INCENTIVE
Transaction details
(1): Volume: 158 Unit price: 0 EUR
Aggregated transactions
(1): Volume: 158 Volume weighted average price: 0 EUR
Apetit Plc
For further information, please contact:
CFO Teemu Luovila, tel. +358 10 402 2114
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. We also produce high-quality vegetable oils and rapeseed expellers for feeding stuff, and trade grain on the international markets. Apetit Plc's shares are listed on Nasdaq Helsinki. In 2021, Apetit Group's net sales were EUR 284 million. Read more: apetit.fi
Apetit Plc, Stock exchange release on 18 March 2022 at 11:00 a.m.
Apetit Oyj - Managers' Transactions
____________________________________________
Person subject to the notification requirement
Name: Antti Korpiniemi
Position: Member of the Board/Deputy member
Issuer: Apetit Oyj
LEI: 743700RSFZUIQYABYT14
Notification type: INITIAL NOTIFICATION
Reference number: 11554/8/6
____________________________________________
Transaction date: 2022-03-16
Venue not applicable
Instrument type: SHARE
ISIN: FI0009003503
Nature of the transaction: RECEIPT OF A SHARE-BASED INCENTIVE
Transaction details
(1): Volume: 158 Unit price: 0 EUR
Aggregated transactions
(1): Volume: 158 Volume weighted average price: 0 EUR
Apetit Plc
For further information, please contact:
CFO Teemu Luovila, tel. +358 10 402 2114
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. We also produce high-quality vegetable oils and rapeseed expellers for feeding stuff, and trade grain on the international markets. Apetit Plc's shares are listed on Nasdaq Helsinki. In 2021, Apetit Group's net sales were EUR 284 million. Read more: apetit.fi
Apetit Plc, Stock exchange release on 18 March 2022 at 11:00 a.m.
Apetit Oyj - Managers' Transactions
____________________________________________
Person subject to the notification requirement
Name: Kati Sulin
Position: Member of the Board/Deputy member
Issuer: Apetit Oyj
LEI: 743700RSFZUIQYABYT14
Notification type: INITIAL NOTIFICATION
Reference number: 11559/6/6
____________________________________________
Transaction date: 2022-03-16
Venue not applicable
Instrument type: SHARE
ISIN: FI0009003503
Nature of the transaction: RECEIPT OF A SHARE-BASED INCENTIVE
Transaction details
(1): Volume: 158 Unit price: 0 EUR
Aggregated transactions
(1): Volume: 158 Volume weighted average price: 0 EUR
Apetit Plc
For further information, please contact:
CFO Teemu Luovila, tel. +358 10 402 2114
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. We also produce high-quality vegetable oils and rapeseed expellers for feeding stuff, and trade grain on the international markets. Apetit Plc's shares are listed on Nasdaq Helsinki. In 2021, Apetit Group's net sales were EUR 284 million. Read more: apetit.fi
Apetit Plc, Stock exchange release on 18 March 2022 at 11:00 a.m.
Apetit Oyj - Managers' Transactions
____________________________________________
Person subject to the notification requirement
Name: Lasse Aho
Position: Member of the Board/Deputy member
Issuer: Apetit Oyj
LEI: 743700RSFZUIQYABYT14
Notification type: INITIAL NOTIFICATION
Reference number: 11548/8/8
____________________________________________
Transaction date: 2022-03-16
Venue not applicable
Instrument type: SHARE
ISIN: FI0009003503
Nature of the transaction: RECEIPT OF A SHARE-BASED INCENTIVE
Transaction details
(1): Volume: 316 Unit price: 0 EUR
Aggregated transactions
(1): Volume: 316 Volume weighted average price: 0 EUR
Apetit Plc
For further information, please contact:
CFO Teemu Luovila, tel. +358 10 402 2114
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. We also produce high-quality vegetable oils and rapeseed expellers for feeding stuff, and trade grain on the international markets. Apetit Plc's shares are listed on Nasdaq Helsinki. In 2021, Apetit Group's net sales were EUR 284 million. Read more: apetit.fi
