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 2020, Apetit Group's net sales were EUR 293 million.
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 2020, Apetit Group's net sales were EUR 293 million.
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 2020, Apetit Group's net sales were EUR 293 million.
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 2020, Apetit Group's net sales were EUR 293 million.
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 2020, Apetit Group's net sales were EUR 293 million.
Apetit Plc, Stock exchange release, 18 May 2021 at 03.00 p.m.
Apetit Plc: Subscription of shares in a directed share issue
Apetit Plc announced on 23 April 2021 of a directed share issue relating to the matching share plan for its certain key personnel. A total of 8.000 Apetit Plc (APETIT) shares were subscribed based on the directed share issue. The subscription price of the shares was determined based on the weighted average share price in public trading arranged by Nasdaq Helsinki Oy on 12 May 2021. The shares, which were treasury shares were transferred to the subscribers on 14 May 2021. After the transaction the company holds a total 81.230 treasury shares.
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 2020, Apetit Group's net sales were EUR 293 million.
Apetit Plc, Stock Exchange Release, 7 May 2021 at 8:30 a.m.
Apetit Plc’s Business Review 1 January–31 March 2021
Apetit Group’s operating profit improved – a record quarter in Food Solutions and Oilseed Products, the profitability of Grain Trade was weak
January–March 2021, continuing operations*
· Net sales amounted to EUR 67.8 (65.2) million
· EBITDA was EUR 2.5 (1.7) million
· Operating profit was EUR 0.9 (0.2) million
*) Apetit’s continuing operations are Food Solutions, Oilseed Products and Grain Trade. In addition to the three reporting segments (Food Solutions, Oilseed Products, Grain Trade), 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 three business segments.
The information in this report is unaudited. The figures in brackets refer to the corresponding period in 2020, and the comparison period means the corresponding period in the previous year, unless otherwise stated.
Esa Mäki, CEO:
“Apetit Group’s first quarter was one of contrasts: the record-breaking profit performance of Food Solutions and Oilseed Products was very pleasing, but the result of the Grain Trade business was a big disappointment.
Throughout the first quarter, the sales growth of Food Solutions was the highest in the retail and export segments. The strong retail sales were supported by the increase in eating at home due to the COVID-19 pandemic as well as attractive new products and commercial successes. Our strategically important exports to Sweden have also seen strong growth in line with our targets: the year-on-year increase was 31 per cent. The Food Service channel continues to suffer from the restrictions related to COVID-19, such as the reduced scale of operations in school meal services and lunch restaurants. Our delivery reliability has been very high. Our employees have also largely remained healthy in spite of the prevailing COVID-19 situation.
The market situation in the Grain Trade business remained very challenging throughout the first quarter. The profitability of Grain Trade was reduced by unforeseen market changes in the international wheat trade. The export duties introduced by Russia, which gradually entered into force in February–March, increased the supply of wheat in particular in February, leading to a rapid decrease in prices. After the sharp increase in supply in the spring, international demand has declined and a substantial write-down was recognised on the value of Apetit’s wheat inventories in the first quarter. Finnish grain exports have also been lower than usual due to the small harvest. The situation in the Grain Trade is not expected to improve before the next harvest.
The total sales of rapeseed oil increased significantly. The strong growth of retail sales supports our strategy of increasing value added. The demand for rapeseed expeller has also been at a good level. The rising market prices of the products improved the refining margin in the first quarter. We are continuing our efforts related to the commercialisation of the rapeseed ingredient. The first customer deliveries for product application testing and test sales will begin in the late summer.
Apetit has continued the construction of the Kantvik bioenergy plant with a new contractor starting from the beginning of March. The updated estimate is that the bioenergy plant will be fully operational in summer 2021. The change in supplier and the delay to the original schedule will not have a material impact on the project’s total cost. When completed, the bioenergy plant will reduce the Group’s energy costs and significantly decrease carbon dioxide emissions.
Apetit has continued its purposeful efforts to increase the cultivation area and harvest size of oilseed plants in Finland. We have been active in signing cultivation agreements for the next autumn’s harvest and we are making good progress towards achieving the 50 per cent growth target set for increasing the domestic contract cultivation area for the upcoming cultivation season as a whole. The prices of oilseed plants are high, which has increased interest among farmers in the cultivation of oilseed plants.
In the field vegetables category, our target for contract growing is the previously established level of just over 30 million kilograms of domestic vegetables. In addition to the cultivation of the familiar varieties we are accustomed to, we are involved in a project to study the development of the cultivation of cauliflower and various legumes, such as chickpeas, to satisfy the needs of the food industry. Our utilisation rate of domestic ingredients is already very high. Developing the production of cauliflower and legumes will give us access to even more domestic plants. As nitrogen-fixing plants, legumes also have considerable potential in crop rotation.
Apetit published its updated corporate responsibility programme and related targets in March. One of our most significant and impactful targets is to achieve a 75 per cent reduction in carbon dioxide emissions by 2025. This will be accomplished by transitioning to renewable energy and improving our energy efficiency. Food-related consumption habits and choices play a significant role in promoting sustainable development and thereby reducing environmental impacts. As a food industry company, we have an excellent opportunity – and an obligation – to have an impact on the world. Our sustainability targets are comprehensively linked to the various stages of our value chain, from field to fork.
Apetit will continue the systematic execution of its strategy with the primary goal being the improvement of profitability.”
KEY FIGURES
EUR million 1–3 1–3 Change 2020
2021 2020
Continuing operations
Net sales 67.8 65.2 4% 292.9
EBITDA 2.5 1.7 10.1
Operating profit 0.9 0.2 3.9
Share of profit of associated company Sucros -0.5 -0.4 0.3
Profit for the period 0.1 -0.5 3.1
Earnings per share, EUR 0.02 -0.08 0.49
Working capital at the end of the period 47.3 42.9 48.4
Investments 0.4 0.9 7.8
Group
(incl. discontinued operations)
Net sales 67.8 65.2 293.0
EBITDA 2.5 1.7 10.2
Operating profit 0.9 0.2 4.1
Profit for the period 0.1 -0.5 3.2
Earnings per share, EUR 0.02 -0.08 0.52
Equity per share, EUR 15.32 15.02 15.26
ROCE % (rolling 12 months) 4.0 -2.1 3.3
Net cash flow from operating activities 3.7 22.4 26.8
Equity ratio 69.6% 64.7% 66.5%
Gearing 18.2% 13.4% 21.7%
Comparable net sales increased by 4 per cent to EUR 67.8 (65.2) million. In Food Solutions, net sales were on a par with the previous year. The sales of frozen foods grew in the retail and export channels. The value of food exports was EUR 1.3 million in the first quarter. The Food Service channel continues to suffer from the reduced scale of operations in public services, such as schools and lunch restaurants. In the comparison period, sales in the Food Service channel were considerably higher before the effects of the COVID-19 pandemic began. In Oilseed Products, net sales increased significantly year-on-year thanks to the strong demand and favourable price development of both oil and expeller. The net sales of the Grain Trade business were on a par with the comparison period.
The Group’s operating profit improved to EUR 0.9 (0.2) million. The profit of Food Solutions was improved by sales growth in the retail segment as well as improved operational efficiency. The demand for Oilseed Products, combined with the high refining margin, had a positive effect on profitability. The result of the Grain Trade business was significantly reduced by a write-down recognised on wheat inventories due to the weaker international demand for wheat and Finland’s lower-than-usual export volumes. The operating profit of Group Functions includes EUR 0.2 million in capital gains.
The Group’s liquidity was good and its financial position is strong. The equity ratio was 69.6 (64.7) per cent and gearing was 18.2 (13.4) per cent. The Group’s cash flow from operating activities was EUR 3.7 (22.4) million in January–March.
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 than during the first 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.
GUIDANCE FOR 2021 UNCHANGED
The full-year operating profit from continuing operations is expected to improve year-on-year (EUR 3.9 million in 2020).
Apetit Plc
For further information, please contact:
Esa Mäki, CEO, tel. 010 402 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 2020, Apetit Group's net sales were EUR 293 million.
Apetit Plc, Stock exchange release on 23 April 2021 at 2:15 p.m.
The Board of Directors of Apetit Plc (“Apetit”) has decided on the establishment of a long term matching share scheme 2021-2023 and on the establishment of a performance-based share scheme 2021-2023, whereupon the possible rewards will be paid as a combination of Apetit Plc’s shares and cash.
The purpose of the above-mentioned long-term incentive schemes is to further incentive and enhance the commitment of the key personnel of the company and thus to align the objectives of the key personnel, the company, and its shareholders. Participation in the schemes is voluntary.
The members of the Group Management Team, currently six people, are entitled to participate in the incentive schemes at the beginning thereof. The Board of Directors may decide on inviting new key personnel to the incentive schemes. The Board of Directors of Apetit Plc is planning to launch a new potential long-term commitment and incentive period each year. However, the Board of Directors of Apetit Plc shall decide on the launch of new periods and the forms, conditions and personnel covered by the schemes separately on an annual basis.
Matching Share Plan 2021 - 2023
The Matching Share Plan comprises of the key personnel’s personal investment in the company's shares and of their right to receive one additional share without consideration for each self-acquired and retained company share as described in more detail below, after the earning period ends on 15 March 2023, as well as a cash reward corresponding to the number of shares to be issued. The purpose of the cash reward is to cover the taxes and tax-like payments to the key personnel arising from the issuance of shares.
The matching shares and the related cash portion shall be paid to the participants when the payment conditions are met, approximately on 15 March 2023, in a manner decided by the Board of Directors of Apetit Plc.
A maximum of 8,000 new shares or shares held by the company can be issued as additional shares and the cash reward corresponding to the same number of shares can be given within the Matching Share Plan. The maximum value of the plan, including the shares and the portion to be paid in cash, is approximately EUR 0.2 million calculated based on the average share price on the trading day preceding this release.
Transfer of own shares for the personal investment of the Matching Share Plan
The Board of Directors of the Company has decided on a directed share issue against consideration in accordance with the authorization given by the Annual General Meeting on 27 March 2018, in which the company offers treasury shares held by Apetit Plc to be acquired by the key personnel. The shares are offered against consideration at the fair value of the shares at the time of the transfer.
In accordance with the authorization, the transfer price of the own shares is the fair value at the time of the transfer, which is determined based on the trading price determined in public trading arranged by Nasdaq Helsinki Oy. The fair value is calculated using the weighted average share price on the trading day preceding the trade date. The acquisition price of the shares is recorded in the invested unrestricted equity fund. The company is responsible for the transfer taxes and transaction costs arising from the arrangement.
In the share issue, a total of 8,000 own shares held by the company shall be transferred to six key persons belonging to the Matching Share Plan.
In connection with the Matching Share Plan described above, the key personnel shall acquire the shares to be acquired by personal investment approximately on 12 May 2021, after the Business Review of Apetit Plc from 1 January – 31 March 2021 has been released.
After the transfer of the shares, the company holds 81,230 own shares.
Performance Share Plan 2021-2023
In the Performance Share Plan, the potential receipt and amount of the reward is based on the operating profit of the Apetit Group from 1 April 2021 to 31 March 2023 and the person's continued employment or service relationship with the company.
If the set performance targets are achieved in full, the maximum amount of share rewards to be transferred under the plan is 10,478 new shares or treasury shares held by the company, and the cash reward corresponding to the number of shares in a manner decided by the Board of Directors. The purpose of the portion to be paid in cash is to cover taxes and tax-like charges to the key personnel arising from the portion to be issued in shares.
The potential share reward and the related cash reward will be paid to the participants when the payment conditions are met, approximately on 15 June 2023 in the manner decided by the Board of Directors of Apetit.
The maximum value of the plan, including both the share and cash rewards, is approximately EUR 0.2 million at the average share price on the trading day preceding this release.
Other terms
The condition for continuation of employment is applied to the incentive schemes. Accordingly, if the participant's employment or service with Apetit terminates before the time of payment of the reward, the participant is generally not entitled to the reward based on the plan. For weighty reasons, the Board of Directors of Apetit Plc has the right to change the terms or grounds of payment of the schemes, either in full or on an individual basis.
The Board of Directors of Apetit Plc recommends that the shares purchased by key personnel themselves and received as a reward should be retained for at least as long as the value of the shares held corresponds to at least 50% of the fixed gross annual salary.
Apetit Plc
Board of Directors
Further information:
Lasse Aho, Vice President of the Board of Directors, tel. +358 290 00 1050
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 2020, Apetit Group's net sales were EUR 293 million.
Apetit Plc, Stock Exchange Release, 15 April 2021 at 4:00 p.m.
Notice is given to the shareholders of Apetit Plc (“Apetit” or “the company”) to the Annual General Meeting which will be held on Friday, 28 May 2021 at 1 p.m. 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 which came into force on 3 October 2020 (677/2020). 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
Johanna Hölli-Koskipirtti, LL.M, will act as Chairman of the Annual General Meeting. 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
Harri Eela appointed by the Board of Directors of Apetit, will scrutinize the minutes and supervise the counting of votes. 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 2020
As shareholders can only participate in the Annual General Meeting by voting in advance, the Annual Report 2020 published on 11 March 2021, which includes the company’s financial statement, 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 2020 published on 11 March 2021, which includes the the statemen 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 statement 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 0.50 per share be paid for the financial year 2020 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 1 June 2021. The Board of Directors proposes to the Annual General Meeting that the dividend be paid beginning from 8 June 2021.
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 2020
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 2020 published by a stock exchange release on 11 March 2021, 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 2020 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/.
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 members to the Supervisory Board.
Certain shareholders have proposed to the Annual General Meeting that 18 members are elected to the Supervisory Board, i.e. the number of members shall remain unchanged.
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 have proposed to the Annual General Meeting that the remuneration of the members of the Supervisory Board remains unchanged.
14. Election of the members of the Supervisory Board
The term of the following seven Supervisory Board members will end on the Annual General Meeting 2021: Harri Eela, Juha Hämäläinen, Laura Hämäläinen, Aki Kaivola, Jari Nevavuori, Markku Pärssinen and Johanna Takanen.
The company has received notices from certain shareholders, based on which the following persons are proposed be re-elected as members of the Supervisory Board:
- Harri Eela
- Juha Hämäläinen
- Laura Hämäläinen
- Jari Nevavuori
- Markku Pärssinen; and as new members
- Nicolas Berner; and
- Kirsi Ahlgren.
The other members of the Supervisory Board shall continue in office.
Presentations of the nominees for the new members of the Supervisory Board are available on the company's website at apetit.fi/en/corporate-governance/annual-general-meetings/annual-general-meeting-2021/.
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.
The company has received two proposals for the two members of the Supervisory Board’s Nomination Committee be elected. Pekka Perälä is proposed be re-elected and Henrika Vikman is proposed be elected as a new member of the Nomination Committee. Each shareholder has proposed one member.
Presentation of Henrika Vikman is available on the company's website at apetit.fi/en/corporate-governance/annual-general-meetings/annual-general-meeting-2021/.
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 following to the Annual General Meeting, based on the recommendation of the Audit Committee:
Primarily, Ernst & Young Oy, authorized public accountants, is proposed be elected as the auditor. with Erika Grönlund, APA as the auditor with principal responsibility and Osmo Valovirta, APA.
Secondarily, KPMG Oy, authorized public accountants, is proposed be elected as the auditor, with Niklas Oikia, APA as the auditor with principal responsibility and Jukka Rajala, APA.
The auditor is elected until the end of the 2022 Annual General Meeting.
The proposals of the Board of Directors are based on the recommendation of the company’s Audit Committee. The recommendation is based on the audit tender process carried out by the Audit Committee during autumn 2020. Audit Committee's recommendation is a free of third-party influence.
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 2022, however no longer than until 31 May 2022.
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 % 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 2023 Annual General Meeting, however no longer than until 31 May 2023. The authorization revokes the earlier authorization to issue shares given on 27 March 2018.
20. 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 apetit.fi/en/corporate-governance/annual-general-meetings/annual-general-meeting-2021/. 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 since 11 March 2021. 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 Friday 11 June 2021.
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 18 May 2021, 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 on 20 April 2021 following the deadline for submitting counterproposals as further set out in section 5 below and once Apetit has published any counter-proposals 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 21 May 2021 at 4.00 p.m., 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 on 20 April 2021 and 4.00 p.m. on 21 May 2021 in the following ways:
a. electronically through the company’s website at apetit.fi/en/corporate-governance/annual-general-meetings/annual-general-meeting-2021/.
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.
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 20 April 2021 on the company’s website.
The advance voting instructions will also be available on the company's website at apetit.fi/en/corporate-governance/annual-general-meetings/annual-general-meeting-2021/.
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 Mr. 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 apetit.fi/en/corporate-governance/annual-general-meetings/annual-general-meeting-2021/ at 12.00 noon on 20 April 2021 at the latest, once the period for submitting counter-proposals for voting has expired and once the company has published any counter-proposals 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 21 May 2021 at 4.00 p.m. 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.
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 18 May 2021, 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 25 May 2021 at 10.00 a.m. 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 25 May 2021 at 10.00 a.m. 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 19 April 2021 at 4 p.m. Shareholders who make a counter-proposal must submit a statement of their ownership when submitting the counter-proposal. 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 apetit.fi/en/corporate-governance/annual-general-meetings/annual-general-meeting-2021/ 10 a.m. on 20 April 2021, 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 14 May 2021- 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 apetit.fi/en/corporate-governance/annual-general-meetings/annual-general-meeting-2021/ on 19 May 2021, at the latest.
In connection with asking questions or making couterproposals, 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, 15 April 2021, 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 89,230 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, 15 April 2021
Apetit Plc
Board of Directors
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 2020, Apetit Group's net sales were EUR 293 million.
Apetit Plc, Manager’s transactions 30 March 2021 at 9:00 a.m.
Apetit Plc has announced on 26 March 2021 that Valio Pension Fund, which is a closely associated party to Apetit Plc’s member of the Supervisory Board, has acquired Apetit Plc’s shares on 25 March 2021. In addition to a member of the Supervisory Board, Valio Pension Fund is a related party of a member of Apetit Plc's Board of Directors. This information was missing from the previous notification. A corrected notification below.
Person subject to the notification requirement
Name: Valion Eläkekassa
Position: Closely associated person
(X) Legal person
(1):Person Discharging Managerial Responsibilities In Issuer
Name: Perälä, Pekka
Position: Member of the Supervisory Board
(2):Person Discharging Managerial Responsibilities In Issuer
Name: Hurme, Annikka
Position: Member of the Board
Issuer: Apetit Oyj
LEI: 743700RSFZUIQYABYT14
Notification type: AMENDMENT
Reference number: 743700RSFZUIQYABYT14_20210325144707_2
Amendment comment:
Lisätty Annikka Hurme, hallituksen jäsen.
____________________________________________
Transaction date: 2021-03-25
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009003503
Nature of the transaction: ACQUISITION
Transaction details
(1): Volume: 10,000 Unit price: 12.75 EUR
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 2020, Apetit Group's net sales were EUR 293 million.
Apetit Plc, Manager’s transactions 30 March 2021 at 9:00 a.m.
Valio Pension Fund, which is a closely associated party to Apetit Plc’s member of the Supervisory Board and member of the Board of Directors, has acquired Apetit Plc’s shares on 26 March 2021.
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 2020, Apetit Group's net sales were EUR 293 million.
Apetit Plc, Manager’s transactions 26 March 2021 at 9:00 a.m.
Valio Pension Fund, which is a closely associated party to Apetit Plc’s member of the Supervisory Board, has acquired Apetit Plc’s shares on 25 March 2021.
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 2020, Apetit Group's net sales were EUR 293 million.
Apetit Plc, Stock Exchange Release, 11 March 2021 at 9:00 a.m.
Apetit Plc’s Annual Report 2020 has been published. The Annual Report includes the Board of Directors’ Report, Financial Statements, Corporate Governance Statement, Remuneration Report and Sustainability report.
The Annual Report, Corporate Governance Statement and Remuneration Report for 2020 are attached to this release and available in Finnish and English at apetit.fi/en/for-investors.
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 2020, Apetit Group's net sales were EUR 293 million.
Apetit Plc, Stock Exchange Release 19 February 2021 at 8:30 a:m
Apetit announced on September 25, 2020 that the Annual General Meeting 2021 is planned to be held on Wednesday, April 14, 2021.
Contrary to previously announced, Apetit Plc's Annual General Meeting 2021 will be postponed due to the coronavirus situation and is planned to be held on Friday, May 28, 2021 from 1:00 p.m. in Säkylä. Apetit Plc's Board of Directors will convene the Annual General Meeting at a later stage.
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.50 per share be paid for the financial year 2020.
A shareholder shall make potential demands on matters to be dealt with by the annual General Meeting in accordance with the Companies Act chapter 5, section 5 no later than 7 April 2021.
Apetit Plc
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 2020, Apetit Group's net sales were EUR 293 million.
Apetit Plc, Financial Statements Release, 19 February 2021 at 8:30 a.m.
October–December 2020, continuing operations*
· Net sales amounted to EUR 82.0 (105.4) million
· EBITDA was EUR 2.7 (0.1) million
· Operating profit was EUR 1.1 (-1.1) million
January–December 2020, continuing operations*
· Net sales amounted to EUR 292.9 (296.9) million
· EBITDA was EUR 10.1 (0.8) million
· Operating profit was EUR 3.9 (-4.8) million
*) Apetit’s continuing operations are Food Solutions, including the frozen products category, Oilseed Products and Grain Trade. In addition to the three reporting segments (Food Solutions, Oilseed Products, Grain Trade), Apetit will report Group Functions, consisting of the expenses related to Group management, strategic projects and listing on the stock exchange that are not allocated to the three business segments.
The reporting principles mentioned above have been in effect starting from the company’s reporting for the first half of 2020. The comparison figures for 2019 were published on 12 June 2020. Apetit has also discontinued the use of alternative profitability-based performance measures.
The figures for 2020 and 2019 have been audited. The quarterly and six-month figures are unaudited. The figures in brackets refer to the corresponding period in 2019, and the comparison period means the corresponding period in the previous year, unless otherwise stated. The comparison figures have been adjusted to correspond to the continuing operations in 2020, except the service business, which is included in the comparison figures for the first half of 2019. The service business was gradually divested by the end of April 2019.
PROFIT GUIDANCE FOR 2021
The full-year operating profit from continuing operations is expected to improve year-on-year (EUR 3.9 million in 2020).
BOARD OF DIRECTORS’ DIVIDEND PROPOSAL
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.50 per share be paid for the financial year 2020.
Esa Mäki, CEO:
“We determinedly continued to improve our profitability in the last quarter of the year. Annual profitability improved by nearly EUR 9 million. Profitability improvement is mainly attributable to strong demand for the Apetit brand products in retail trade, improved efficiency in our own operations and commercial successes both in Finland and in export trade. In the grain trade, we have focused on developing our trading ability, in line with our strategy: we have largely succeeded with this goal, although towards the end of the year, the outlook of grain price development had a negative impact on profitability.
In the fourth quarter, the impacts of the COVID-19 pandemic could still be seen most strongly in the Food Service channel of the Food Solutions business, where net sales decreased year-on-year in spite of a partial recovery of sales during the second half of the year. The sales of frozen products grew year-on-year in other channels, especially in retail trade and exports. In Oilseed Products and Grain Trade, the impacts of the COVID-19 pandemic still remained minor.
One of Apetit’s strategic focus areas is to strengthen the Swedish market as the primary focus area of food exports. We have made progress towards our goal in the Swedish retail trade and in November, we signed an agreement on the Food Service product sales with a local partner in Sweden. The cooperation started at the beginning of February. We will systematically continue to increase exports in selected markets. In 2020, the value of food exports was EUR 5.3 million.
In December, the European Commission granted a novel food authorisation for Apetit’s rapeseed ingredient, the BlackGrain from Yellow Fields rapeseed powder. The novel food authorisation is the culmination of the BlackGrain product development work we have been doing for years. It also enables us to continue the development of new rapeseed-based ingredients. In addition, we promote to assess options related to the commercialisation of the ingredient.
The commissioning of the bioenergy plant under construction in conjunction with the Kantvik vegetable oil milling plant will be further delayed due to reasons related to an equipment supplier. We are currently assessing different options for completing the construction work. The bioenergy plant is already at an advanced stage of construction and we are aiming to commission it during summer 2021.
In order to ensure the availability of domestic rapeseed raw materials, we are continuing our determined work to increase oilseed plant cultivation area and harvest levels. In December 2020, the Finnish Safety and Chemicals Agency (Tukes) granted a special permission for the spring 2021 regarding a preparation used in treating oilseeds. The possibility of treating oilseeds will support the cultivation of domestic rapeseed, thereby increasing harvest levels from their current low point. In addition to being in good and stable demand, oilseed plants offer a profitable opportunity to increase versatility of crop rotation. The renewed oilseed plant campaign for 2021 started at the beginning of February: we offer contract growers new benefits and tools for oilseed plant cultivation.
The planning for the coming cultivation season is in full swing also for field vegetables. In the coming growing season, we will seek a record harvest in peas as its demand in the export markets continues to be strong. We are also constantly conducting research on new crops at our Räpi experimental farm and promoting the development of domestic vegetable-based proteins: an example of this is the broad bean, which we will again be growing at the experimental farm after an interim year. The harvest will be processed into products later in the autumn.
Apetit published its updated strategy in May. We have proceeded effectively in all strategic focus areas: Optimising core business functions, Strong foothold in Sweden, Growth from plant-based added value products, Developing farming partnerships and Sustainable actions. In light of the 2020 results, we are well on track to reach our financial objectives by the end of the strategy period.”
KEY FIGURES
EUR million 10–12 10–12 Change 1–12 1–12 Change
2020 2019 2020 2019
Continuing operations
Net sales 82.0 105.4 -22% 292.9 296.9 -1%
EBITDA 2.7 0.1 10.1 0.8
Operating profit 1.1 -1.1 3.9 -4.8
Share of profit of 0.6 0.6 0.3 -0.9
associated company
Sucros
Profit for the period 1.5 -0.3 3.1 -5.4
Earnings per share, 0.24 -0.05 0.49 -0.87
EUR
Working capital at the 48.4 64.0
end of the period
Investment 7.8 11.5
Group (incl.
discontinued
operations)
Net sales 82.0 105.4 -22% 293.0 312.6 -6%
EBITDA 2.8 2.2 10.2 2.9
Operating profit 1.2 -1.3 4.1 -3.4
Profit for the period 1.5 -0.5 3.2 -4.4
Earnings per share, 0.25 -0.08 0.52 -0.71
EUR
Equity per share, EUR 15.26 15.09
ROCE % 3.3 -4.0
Net cash flow from 26.8 -5.9
operating activities
Equity ratio 66.5 55.0
Gearing 21.7 35.9
WEBCAST
A news conference (in Finnish) will be held as a live webcast today on 19 February 2021 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 2020, Apetit Group's net sales were EUR 293 million
