Apetit Plc, Stock Exchange Release, 12 August 2020 at 4.00 p.m.
At its meeting on 12th of August 2020, Apetit Plc’s Supervisory Board elected Harri Eela as its Chairman and Marja-Liisa Mikola-Luoto as the Deputy Chairman.
The Supervisory Board decided to elect 6 members to Apetit Plc's Board of Directors. Lasse Aho, Annikka Hurme, Antti Korpiniemi, Simo Palokangas, Kati Rajala and Niko Simula were elected as the members of the Board of Directors. Simo Palokangas was appointed as the Chairman and Lasse Aho as the Deputy Chairman of the Board of Directors.
It was decided that the Board members will be paid an annual remuneration of EUR 19,560 and that the Chairman and Deputy Chairman will receive an annual remuneration of EUR 39,060 and EUR 24,120, respectively. A total of 60 per cent of the annual remuneration will be in cash and the remaining 40 per cent in the form of Apetit Plc's shares held by the company at the current value of the share at the time of transfer. The remuneration will be paid once a year in December. It was also decided that the Chairman and members of the Board of Directors will be paid a meeting allowance of EUR 510 and EUR 300, respectively.
Apetit Plc
For further information, please contact:
Teemu Luovila, CFO, tel, +358 10 402 00
Apetit is a food industry company firmly rooted in Finnish primary production. Our operations are based on a unique value chain: we create well-being with vegetables by offering healthy and 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 2019, Apetit Group's net sales were EUR 313 million. Read more at apetit.fi.
Apetit Plc, Stock Exchange Release 12 June 2020 at 5.25 p.m.
Apetit Plc will expand its reporting and disclose segment-specific profitability figures also in its interim reports for the first and third quarters of the year. At the same time, the company will discontinue the use of alternative performance measures. The new reporting principles will be in effect starting from the company’s reporting for the first half of 2020. Apetit’s half-year financial report will be published on 21 August 2020.
In addition to the three current 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 result of Apetit’s associated company Sucros will continue to be reported below operating profit.
The comparison figures for 2019 and the first quarter of 2020 in accordance with the new reporting model are presented in this stock exchange release. The changes only affect the segment structure and other functions and they do not change Apetit Group’s reported result for 2019.
Apetit is a food industry company firmly rooted in Finnish primary production. Our operations are based on a unique value chain: we create well-being with vegetables by offering healthy and 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 2019, Apetit Group's net sales were EUR 313 million. Read more at apetit.fi.
Apetit Plc, Stock Exchange Release on 26 May 2020 at 14:00
The Annual General Meeting on 26 May 2020 approved the parent company's and consolidated financial statements for the financial year 1 January - 31 December 2019 and discharged the members of the Supervisory Board and the Board of Directors and the CEOs from liability. The Annual General Meeting decided to distribute a dividend of EUR 0.45 per share in accordance with the Board proposal. The Board of Directors' proposals were approved without changes.
DIVIDEND
The Annual General Meeting decided that a dividend of EUR 0.45 per share will be paid for the financial year 2019. 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 28 May 2020. The dividend is paid on 4 June 2020. 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 that the Supervisory Board will have 18 members elected by the Annual General Meeting. Five persons were appointed to replace members of the Supervisory Board completing their term. Jaakko Halkilahti, Marja-Liisa Mikola-Luoto, Petri Rakkolainen ja Mauno Ylinen were re-elected. Olli Saaristo was elected as a new member of the Supervisory Board.
Heikki Laurinen and Pekka Perälä were elected by the Annual General Meeting as the members of the Supervisory Board's Nomination Committee.
Pasi Karppinen, APA, and PricewaterhouseCoopers Oy Authorised Public Accountants with Tuomo Korte, APA, as responsible auditor, were elected as auditors for the period ending with the close of the 2021 Annual General Meeting.
The Annual General Meeting decided 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.
The minutes of the Annual General Meeting will be available on the company’s website, www.apetit.fi/en, as of 9 June 2020.
Apetit Plc
For further information, please contact:
Asmo Ritala, Corporate Councel, tel, +358 10 402 4005
Apetit is a food industry company firmly rooted in Finnish primary production. Our operations are based on a unique value chain: we create well-being with vegetables by offering healthy and 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 2019, Apetit Group's net sales were EUR 313 million. Read more at apetit.fi.
Apetit Plc, Stock Exchange Release, 13 May 2020 at 11.40 a.m.
Apetit Plc has on 13 May 2020 received a notification under Chapter 9, Section 5 of the Securities Markets Act, according to which the holding of Berner Oy in Apetit Plc’s shares and votes has exceeded the 5 percent threshold on 12 May 2020.
According to the notification, Berner Oy’s holding in Apetit Plc’s shares and votes is 7.06 percent.
Total position of Berner Oy subject to the notification:
% of % of shares Total of Total number of shares
shares and voting both in % and voting rights of
and rights issuer
voting through
rights financial
instruments
Resulting 7.06% - 7.06% 445,867
situation on the
date on
which the treshold
was crossed or
reached
Position of - - - -
previous
notification (if
applicable)
Notified details of the resulting situation on the date on which the threshold was crossed:
A: Shares and voting rights:
Class / type Number % of shares and voting rights
of shares of %-osuus
ISIN code shares
and
voting
rights
Direct Indirect Direct Indirect
(SMA (SMA 9:6 ja 9:7) (SMA 9:5) (SMA 9:6 ja 9:7)
9:5)
FI0009003503 445,867 0 7.06% 0%
SUBTOTAL A 445,867 7.06%
Apetit Plc
For further information, please contact:
Sanna Väisänen, Director, Corporate Communications and Sustainability, tel. +358 10 402 4041
Apetit is a food industry company firmly rooted in Finnish primary production. Our operations are based on a unique value chain: we create well-being with vegetables by offering healthy and 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 2019, Apetit Group's net sales were EUR 313 million. Read more at apetit.fi.
Apetit Plc, Stock Exchange Release, 13 May 2020 at 11:40 a.m.
Apetit Plc has on 13 May 2020 received a notification under Chapter 9, Section 5 of the Securities Markets Act, according to which the holding of Jussi Capital Oy in Apetit Plc’s shares and votes has decreased below 5 percent on 12 May 2020.
According to the notification, Jussi Capital’s holding in Apetit Plc’s shares and votes is 0.0 percent.
Total position of Jussi Capital Oy subject to the notification:
% of % of shares Total of Total number of shares
shares and voting both in % and voting rights of
and rights issuer
voting through
rights financial
instruments
Resulting 0.0% - 0.0% 6,317,576
situation on the
date on
which the treshold
was crossed or
reached
Position of 9.99% - 9.99%
previous
notification (if
applicable)
Notified details of the resulting situation on the date on which the threshold was crossed:
A: Shares and voting rights:
Class / type Number % of shares and voting rights
of shares of %-osuus
ISIN code shares
and
voting
rights
Direct Indirect Direct Indirect
(SMA (SMA 9:6 ja 9:7) (SMA 9:5) (SMA 9:6 ja 9:7)
9:5)
FI0009003503 0 0 0% 0%
SUBTOTAL A 0 0%
Apetit Plc
For further information, please contact:
Sanna Väisänen, Director, Corporate Communications and Sustainability, tel. +358 10 402 4041
Apetit is a food industry company firmly rooted in Finnish primary production. Our operations are based on a unique value chain: we create well-being with vegetables by offering healthy and 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 2019, Apetit Group's net sales were EUR 313 million. Read more at apetit.fi.
Apetit Plc, Stock Exchange Release 12 May 2020 at 09:00 a.m.
Apetit Plc is releasing its strategy for 2020–2022. A key feature of the renewed strategy is strengthening the existing unique value chain that has a strong foundation in Finnish primary production. The operations of the strategy season aim towards the objective of building Apetit into a successful Finnish company focusing on plant-based food products.
“In our strategy, we focus on utilising our existing strengths and strengthening them further in all of our business areas. A key factor in everything we do is ensuring future success,” says Esa Mäki, Apetit’s CEO.
Apetit has identified the phenomena in the operating environment that both steer and support the company’s strategy and its execution.
“The demand for plant-based food products is on the increase. As culinary trends, making daily life easier, well-being and the origin of food are highlighted further. In addition, the frozen foods market will grow. In the big picture, climate change will increase extreme weather phenomena and seasonal variations in harvest. Climate-responsible everyday actions are emphasised when we are building a sustainable food supply chain through different value chains,” describes Mäki.
Five strategic focus areas of the Apetit Group
1. Optimising core business functions
We will improve process efficiency in all of our operations. We will scale our operations in relation to the company’s existing size. We will improve resource efficiency through partnerships. We will develop our trading ability in the grain trade.
2. Strong foothold in Sweden
We will strengthen the Swedish market as the primary focus area of export. We will ensure and deepen our existing customer relationships and also build new customer relationships. We will develop and expand our market-specific product portfolio. We will build appropriate partnerships for other selected markets.
3. Growth from plant-based added value products
We will increase the sales of our existing product portfolio and expand our customer base. We will expand to new product segments. We will strengthen our commercial position in Foodservice channels. We will create a model for the commercialisation of the rapeseed protein ingredient.
4. Developing farming partnerships
Food Solutions: We will expand contract farming in pea and possible new plants. We will improve the preconditions for farming by developing cultivation measures, soil health and plant protection measures, among other things. We will make use of new opportunities, such as carbon farming.
Oilseed Products: We will deepen our contract farming model to ensure the availability of Finnish raw materials.
Grain Trade: We will become the farmer’s primary partner by developing logistics solutions and utilising selected partnerships.
5. Sustainable actions
We will promote cultivation development and implement new sustainable cultivation methods. We will provide new diverse alternatives to increase plant-based and sustainable eating. We will make sustainability an even more intertwined part of all of our operations. We will decrease the Group’s environmental and climate impacts in accordance with set objectives.
“The focus areas set in the strategy are summarised well in the renewed Apetit mission: Good food for everyone. Locally. Food directly or indirectly and integration with Finnish primary production link all of our business operations. Our goal is that our products and operations have a positive impact on everything: both the environment and people. Our production takes place in Finland, and it’s largely based on Finnish raw materials,” says Mäki.
Financial objectives
EBITDA will be EUR 14 million in 2022 (continuing operations in 2019 EUR 2.5 million)
Return on capital employed (ROCE %) > 8% (2019: -4.0%)
The realisation of set strategic objectives is based on regular harvest development and systematic execution of strategic measures. The company is open to corporate transactions that are in line with its strategy. The possible impacts of the ongoing COVID-19 pandemic on financial objectives will be reassessed later, if necessary.
Dividend policy remains as before
The Board of Directors of Apetit Plc aims to ensure that the company’s shares provide shareholders with a good return on investment and retain their value. The company will distribute at least 50 per cent of the profit for the financial year in dividends.
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 value chain: we create well-being with vegetables by offering healthy and 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 2019, Apetit Group's net sales were EUR 313 million. Read more at apetit.fi.
Apetit Plc, Stock Exchange Release, 8 May 2020 at 8:30 a.m.
January–March 2020, continuing operations*
· Net sales amounted to EUR 65.2 (71.0) million
· Operational EBITDA was EUR 2.4 (2.0) million
· Operational EBIT was EUR 0.9 (0.8) million
*) Apetit’s continuing operations are Food Solutions, including the frozen products category, Oilseed Products and Grain Trade.
The information in this Business Review is 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 quarter of 2019. The service business was gradually divested by a business transfer that was completed by the end of April 2019.
Esa Mäki, CEO:
“The result of Apetit's continuing operations improved food-driven in line with our targets. At the Group level, the result improvement was more significant, proving that the previously implemented restructuring-related measures have been right.
The exceptional circumstances related to the coronavirus were strongly reflected in the retail demand for food in the first quarter. As restaurants were closed and other public services, such as schools and day-care centres, scaled back their operations, food consumption shifted to people’s homes to a significant degree. Consequently, the sales of our consumer products were momentarily exceptionally high in March. As might be expected, this coincided with a significant drop in demand in the HoReCa segment. The overall impact of the pandemic on our business will naturally become clearer at a later time: the commercial situation in the businesses is very reasonable at the moment.
At the start of the year, we are at the end of the harvest season, which means that our raw material inventories are at a good level. When necessary, we are able to quickly acquire raw material for the production chain, enabling us to flexibly respond to the increased demand. The availability of imported raw materials has been close to normal thus far. In spite of the exceptional circumstances, our supply chain performed well in cooperation with all of our stakeholders. As regards the new harvest season, the labour availability problems at Finnish farms that have been talked about in the media are not a significant concern for the farmers that supply raw materials to Apetit: the cultivation of outdoor-grown vegetables is not as labour-intensive as the cultivation of berries and certain other vegetables, for example, and most of the work is done by machines.
One of Apetit’s strategic goals is to increase the international sales of food products. In March, we significantly strengthened our market share in Sweden by starting deliveries to ICA, the largest grocery retail chain in Sweden. Going forward, eight products launched under the Apetit brand will be extensively available as part of ICA’s national product selection.
Continuing to systematically increase our exports to Sweden is very important for us. Our products already have a well-established position in the frozen food sections of Finnish supermarkets, and we are confident that we will also gain a strong foothold in the Swedish market. Sweden’s population is almost twice as large as that of Finland, and they traditionally use more frozen foods than Finnish consumers.
In our Oilseed Products business, we updated our contract farming model in the first quarter with the aim of motivating growers to cultivate domestic rapeseed and thereby ensuring the availability of domestic raw material. Our raw material inventories of oilseed plants are at a high level thanks to our active purchasing efforts last year. The exceptional circumstances in the first quarter did not significantly affect in the demand for vegetable oils. As in the Food Solutions business, demand grew in the retail segment and declined in the HoReCa segment. Our rapeseed protein ingredient development efforts have almost progressed as planned: The European Food Safety Authority is currently processing the novel food application and the expert opinion on the matter is expected to be completed in the summer of 2020.
The effects of the prevailing exceptional circumstances on the grain trade have been varied: the price of grain first began to fall, but subsequently rose quickly as the high demand for grain-based products drove the grain-using industries to take preparatory measures and increase their purchasing activity.
In these exceptional times, we should be grateful for — and proud of — our domestic primary production and the high rate of self-sufficiency of the Finnish food industry. The high level of self-sufficiency of Finnish food production ensures that the Finnish food system continues to operate effectively even under extraordinary circumstances. Apetit has a strong integration with Finnish primary production and a unique value chain built from it. This will continue to be an important competitive advantage and source of differentiation for us in the future.”
KEY FIGURES
EUR million 1–3 1–3 Change 2019
2020 2019
Continuing operations
Net sales 65.2 71.0 -8.3% 296.9
Operational EBITDA 2.4 2.0 2.5
Operational EBIT 0.9 0.8 -3.0
Operating profit 0.2 0.0 -4.8
Share of profit of -0.4 -0.5 -0.9
associated company Sucros
Profit for the period -0.5 -0.6 -5.4
Earnings per share, EUR -0.08 -0.10 -0.87
Working capital at the end 42.9 45.1 64.0
of the period
Investment 0.9 2.4 11.5
Group
(comparison figures include
discontinued operations)
Net sales 65.2 76.4 -14.7% 312.6
Operational EBITDA 2.4 1.8 2.5
Operational EBIT 0.9 0.3 -3.8
Operating profit 0.2 -0.6 -3.4
Profit for the period -0.5 -1.1 -4.4
Earnings per share, EUR -0.08 -0.17 -0.71
Equity per share, EUR 15.02 15.72 15.09
Return on capital employed -2,1% -5,1% -4.0%
(ROCE), % rolling 12 months
Net cash flow from 22.4 10.9 -5.9
operating activities
Equity ratio 64.7% 63.7% 55.0%
Gearing 13.4% 20.5% 35.9%
FINANCIAL PERFORMANCE IN JANUARY–MARCH
Comparable net sales decreased by 8.3 per cent to EUR 65.2 (71.0) million. The net sales of Food Solutions remained on a par with the comparison period: the demand for frozen products increased substantially year-on-year due to the exceptional circumstances and a notable increase in food exports, while the discontinuation of the service business reduced the segment’s net sales. In Oilseed Products, net sales increased slightly from the comparison period thanks to higher sales of pressed products. The net sales of the Grain Trade business decreased from the comparison period.
Operational EBIT improved and amounted to EUR 0.9 (0.8) million. The profit performance of Food Solutions improved slightly thanks to increased demand. During the review period, media investments to strengthen the Apetit brand were significantly higher than in the comparison period. The profitability of the Oilseed Products business was on a par with the comparison period. The result of the Grain Trade business remained at the previous year's level due to weak margins and deliveries being postponed to the second quarter.
The Group’s liquidity was good and its financial position is strong. The equity ratio was 64.7 (63.7) per cent and gearing was 13.4 (20.5) per cent. The Group’s cash flow from operating activities after interest and taxes was EUR 22.4 (10.9) 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 frozen foods group of 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 typically at its highest towards the end of the year and decreases to its lowest in the summer before the next harvest season. As the production of frozen products 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 the Food Solutions segment.
Net sales in Grain Trade 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 2020 UNCHANGED (published on 21 February 2020)
The full-year operational EBIT is expected to improve year-on-year (EUR -3.0 million in 2019) and to show a profit.
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 value chain: we create well-being with vegetables by offering healthy and 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 2019, Apetit Group's net sales were EUR 313 million. Read more at apetit.fi.
Apetit Plc, Stock Exchange Release, 4 May 2020 at 09:00 a.m.
Shareholders of Apetit Plc (“Apetit” or “the company”) are invited to the Annual General Meeting, which will be held on Tuesday, 26 May 2020 at 2:00 p.m. at the company’s head office at Maakunnantie 4, Säkylä, Finland.
Measures due to coronavirus
Apetit takes the coronavirus situation very seriously and seeks to secure the interests of the company and its shareholders by holding an Annual General Meeting on 26 May 2020. This also allows for a decision on the payment of a dividend proposed by the Board.
The company takes a number of precautionary measures to be able to hold the Annual General Meeting and to ensure the safety of those who need to be at the meeting place. The meeting will be kept as short as possible and, in order to shorten the duration of the meeting, the length of the prepared speeches at the meeting will also be significantly reduced.
The company urges shareholders to avoid coming to the meeting place. Due to the coronavirus epidemic, the Annual General Meeting can only be held if the number of participants at the meeting place does not exceed the official limit set by the authorities. Therefore, the company encourages shareholders to vote in advance or, alternatively, to authorise a lawyer of Fondia Oyj to represent them at the Annual General Meeting (free of charge). Shareholders who have registered for the meeting can follow the Annual General Meeting via video link. Shareholders following the meeting in this way are not considered to participate in the Annual General Meeting, so they do not have, among other things, the right to ask questions or vote during the Annual General Meeting.
Shareholders who have voted in advance and presented a proxy may submit written questions to the company in advance on matters to be discussed at the Annual General Meeting until 4:00 p.m. on 20 May 2020. The company may take the questions into account when preparing proposals for the Annual General Meeting and will endeavour to answer the questions insofar as possible.
More detailed instructions on how to grant a proxy, vote in advance, follow the meeting online, and ask questions in advance can be found later on this page under “Instructions for participants”.
In these circumstances, in order to secure decision-making and shorten the duration of the meeting, the company has received prior notice from the major shareholders representing 30.53% of the company’s shares and votes that they support the Board’s proposals to the Annual General Meeting.
No food or drinks will be served and no materials will be distributed at the Annual General Meeting. Apetit follows all official guidelines in making arrangements for the meeting and will update its instructions concerning the Annual General Meeting if the situation so requires. If necessary, any other additional instructions will be announced separately on the company’s website apetit.fi/en/annual-general-meeting-2020/.
Agenda of the meeting
1. Opening the meeting
2. Electing the chairperson for the meeting
3. Electing the secretary for the meeting
4. Recording the legality and quorum of the meeting
5. Electing persons to scrutinize the minutes and count the votes
6. The rules of procedure
7. Recording the attendance at the meeting and the list of votes
8. Presenting the financial statement for the year 2019
9. Presenting the Auditor’s Report
10. Presenting the Statement of the Supervisory Board on the financial statement, Board of Directors’ Management Report and Auditor’s Report
11. Confirming the financial statement and the consolidated financial statement
12. Deciding on the use of the profit shown on the balance sheet and payment of dividends
The company’s distributable funds totalled EUR 55,145,677.80 on 31 December 2019, including the loss for the financial year, EUR 1,564,184.61. The company’s liquidity is good and the Board’s dividend proposal does not endanger the company’s solvency.
The Board proposes that a dividend of EUR 0.45 per share be paid on the basis of the balance sheet to be confirmed for 2019 and that the remaining portion of distributable funds be retained in equity.
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 28 May 2020. The Board proposes to the Annual General Meeting that the dividend be paid on 4 June 2020.
13. Deciding on the discharge of the members of the Supervisory Board, Board of Directors and the CEOs from liability
14. Apetit Plc’s remuneration policy
Presentation of the remuneration policy of the company’s governing bodies and the advisory decision of the Annual General Meeting on the approval of the remuneration policy.
15. Deciding on the number and remuneration of the 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 and 4 staff representatives, for a total of 22 members.
The current meeting allowance for the chairpersons 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.
A meeting allowance 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 a Board meeting.
Per diem and travel allowances for attending a meeting are paid in accordance with the company’s travel policy.
16. Electing the members of the Supervisory Board
The term of the following Supervisory Board members will end on the date of the AGM: Jaakko Halkilahti, Mika Leikkonen, Marja-Liisa Mikola-Luoto, Petri Rakkolainen and Mauno Ylinen. The company has received a proposal from shareholders to re-elect Jaakko Halkilahti, Marja-Liisa Mikola-Luoto, Petri Rakkolainen and Mauno Ylinen as members of the Supervisory Board. In addition, the shareholders propose that Olli Saaristo be elected as a new member of the Supervisory Board.
17. Electing two members for the Nomination Committee of the Supervisory Board
The company has received proposals from two shareholders for two members to be elected to the Supervisory Board’s Nomination Committee at the Annual General Meeting. It is proposed that Heikki Laurinen and Pekka Perälä be elected to the Nomination Committee. Each of the two shareholders has nominated one member.
18. Deciding on the number and remuneration of auditors
The Board of Directors proposes that two auditors be elected for the company. The Board of Directors also proposes that the auditors be remunerated in accordance with invoices approved by the company.
19. Electing the auditors
In accordance with the recommendation of the corporate governance code for listed companies, the Board of Directors proposes to the Annual General Meeting that Pasi Karppinen, Authorised Public Accountant, and the firm of auditors PriceWaterhouseCoopers Oy, with Tuomo Korte, APA, as the auditor with principal responsibility, be elected as the auditors until the end of the 2021 Annual General Meeting.
20. Closing the meeting
Annual General Meeting documents
The Board’s proposals for resolutions, the notice of the meeting and the remuneration policy are available on the company’s website at apetit.fi/en/annual-general-meeting-2020/. The company’s financial statements are also available on the said website. Copies of the documents will be sent to shareholders upon request and will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 9 June 2020.
Instructions for participants
Right to attend and enrollment
Shareholders entered in the list of the company’s shareholders maintained by Euroclear Finland Ltd on 13 May 2020 have the right to participate in the Annual General Meeting. A shareholder whose shares are registered in his/her personal Finnish book-entry account is registered in the company’s shareholder register.
A shareholder who is registered in the company’s shareholder register and wants to participate in the Annual General Meeting, shall register for the meeting no later than 20 May 2020 at 4:00 p.m.
Registration for the Annual General Meeting starts on 4 May 2020 at 3 p.m.:
1. online at apetit.fi/en/annual-general-meeting-2020/
2. by telephone on 010 402 2110 (weekdays 9:00 a.m. to 4:00 p.m.); or
3. by post to Apetit Plc, Yhtiökokous, PL 100, 02780 Säkylä, Finland.
Shareholders are requested to primarily register online or by telephone, as it is difficult for the company to keep track of letter mail in the current situation, with employees working from home etc.
The following information shall be given upon registration: the shareholder’s name, personal identity code or business ID number, address, telephone number, as well as the name of any assistant or proxy, and the personal identity code of the proxy. When registering online, the shareholder must provide the identification information required for the service in question. Personal data submitted by shareholders will only be used in connection with the Annual General Meeting and the processing of the necessary registrations.
The shareholders, their representatives or their proxies must be able to prove their identity and/or representation rights at the meeting place.
Registrations submitted to the cancelled Annual General Meeting convened on 26 March 2020 are not valid at this reconvened Annual General Meeting, so shareholders who have previously registered must reregister.
Owners of nominee-registered shares
Owners of nominee-registered shares have the right to attend the Annual General Meeting on the basis of the shares on the basis of which they would be entitled to be entered in the shareholder register maintained by Euroclear Finland Ltd on the record date of the Annual General Meeting, 13 May 2020. Attendance is also subject to the shareholder being registered, on the basis of the said shares, in the temporary shareholder register maintained by Euroclear Finland Ltd by 10:00 a.m. on 21 May 2020 at the latest. For nominee-registered shares, this is considered to be a registration for the Annual General Meeting.
Owners of nominee-registered shares are advised to ask their asset manager, in good time, for the necessary instructions concerning the registration in the temporary shareholder register, issuance of letters or attorney and enrollment for the Annual General Meeting. The asset manager’s account management organisation shall register the owner of nominee-registered shares who wishes to attend the Annual General Meeting to be entered in the temporary shareholder register by the above date.
Attendance by proxy
The company urges shareholders to avoid coming to the meeting place and instead recommends that shareholders vote in advance or, alternatively, authorise Fondia Oyj’s lawyer Jaakko Heliö to represent them at the Annual General Meeting free of charge. However, a shareholder must also register for the Annual General Meeting as described above in order to submit an advance vote or authorise a proxy, even if they will not attend the meeting. By granting a proxy to Fondia Oyj’s lawyer Jaakko Heliö, the shareholder exercises his or her rights at the Annual General Meeting through an agent. The proxy form for authorising Fondia Oyj’s lawyer can be found on Apetit’s Annual General Meeting website, apetit.fi/en/annual-general-meeting-2020/On the form, you can specify how the proxy is to act and vote in each individual matter on behalf of the shareholder in a possible voting situation.
The proxy should be submitted in pdf format by email to or by post to Fondia Plc, Jaakko Heliö, Lönnrotinkatu 5, 00120 Helsinki, Finland before the end of the registration period of the Annual General Meeting.
Below, you will find more information on advance voting. A shareholder may participate in the Annual General Meeting and exercise their rights there also through some other agent. A shareholder’s agent must present a dated power of attorney or otherwise demonstrate in a reliable manner that they are entitled to represent the shareholder. If a shareholder participates in the Annual General Meeting through several agents, the shares on the basis of which each agent represents the shareholder must be reported in connection with the enrollment. Proxies for the authorisation of other agents are requested to be submitted by email to , or by post to Apetit Oyj, Yhtiökokous, PL 100, 02780 Säkylä, Finland before the end of the registration period. The original proxy document must be presented at the Annual General Meeting at the latest.
Voting in advance
A shareholder who has a Finnish book-entry account may, if they wish, vote in advance on certain items on the agenda of the Annual General Meeting via the company’s website from 4 May 2020 3 p.m. to 20 May 2020 until 4:00 p.m. It is not possible for a shareholder who has voted in advance to exercise their right to ask questions, as stipulated in the Limited Liability Companies Act, or to demand a vote at the Annual General Meeting. Furthermore, their right to vote on a matter which may have changed since the beginning of the advance voting may be restricted unless they attend the Annual General Meeting either in person or through an agent. Advance voting requires the identification of the shareholder by means of a personal identity code or business ID number and a book-entry account number. The book-entry account number can be found e.g. in the book-entry account statement.
A shareholder can vote in advance through the advance voting service without being present at the Annual General Meeting. Advance votes will be taken into account if a vote is held at the place of the Annual General Meeting and if the holding is entered in the shareholder register kept by Euroclear Finland Ltd on the record date of the Annual General Meeting, 13 May 2020.
A shareholder may take a position on issues on the agenda and change their votes cast in advance during the advance voting period, as well as browse their advance votes after the Annual General Meeting. A shareholder may also print out a confirmation of the votes cast in advance.
Shareholders are connected to the electronic Annual General Meeting service via a secure internet connection. The communication connection is encrypted with SSL technology, which is commonly used e.g. in online banking.
Following the meeting via video link and asking questions in advance
Shareholders who have registered for the Annual General Meeting by the deadline can follow the meeting via a video link. The link to the video is personal and must be ordered by 4:00 p.m. on 20 May 2020 at .
A shareholder following the meeting via a video link is not considered to be participating in the Annual General Meeting. Neither are they allowed to participate in any voting via the video link, even if they have registered for the Annual General Meeting. Following the meeting in this way is not considered remote participation in the sense referred to in the Limited Liability Companies Act, but just an option to follow the Annual General Meeting via a video link.
Shareholders who have registered for the Annual General Meeting by the deadline may submit written questions to the company in advance on matters to be discussed at the Annual General Meeting until 4:00 p.m. on 20 May 2020 at . The company may take the questions into account when preparing proposals for the Annual General Meeting and will endeavour to answer the questions insofar as possible.
Additional information for participants
Information on the Annual General Meeting provided for in the Limited Liability Companies Act and the Securities Market Act is available at apetit.fi/en/annual-general-meeting-2020/.
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.
Shareholders present at the Annual General Meeting have the right to request information on matters to be discussed at the meeting in accordance with chapter 5, section 25 of the Limited Liability Companies Act.
On the date of the notice of the meeting, Apetit Plc has a total of 6,317,576 shares, which represent as many votes. The company holds 94,700 of its own shares without voting rights at the Annual General Meeting.
Apetit is a food industry company firmly rooted in Finnish primary production. Our operations are based on a unique value chain: we create well-being with vegetables by offering healthy and 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 2019, Apetit Group's net sales were EUR 313 million. Read more at apetit.fi.
Apetit Plc, Stock Exchange Release, 18 March 2020 at 4:20 p.m.
As a result of the Finnish government's policy on coronavirus, Apetit Plc has decided to cancel the Annual General Meeting convened on March 26, 2020. Apetit will convene the Annual General Meeting at a later stage.
Apetit is a food industry company firmly rooted in Finnish primary production. Our operations are based on a unique value chain: we create well-being with vegetables by offering healthy and 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 2019, Apetit Group's net sales were EUR 313 million. Read more at apetit.fi.
Apetit Plc, Stock Exchange Release, 5 March 2020 at 15:00 p.m.
Apetit Plc’s Annual Report 2019 has been published. The Annual Report includes the Board of Directors’ Report, Financial Statements, the Corporate Governance Statement and the Sustainability report.
Apetit has also published the Remuneration Policy as well as the Remuneration Statement for 2019.
The Annual Report, the Remuneration Policy and the Remuneration Statement 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 value chain: we create well-being with vegetables by offering healthy and 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 2019, Apetit Group's net sales were EUR 313 million. Read more at apetit.fi.
Apetit Plc, Stock Exchange Release 21 February 2020 at 9:00 am
Annual General Meeting 26 March 2020 at 1:00 pm
Shareholders of the company are invited to the Annual General Meeting to be held on Thursday, 26 March 2020 at 1:00 pm at Apetit Plc’s Myllynkivi staff restaurant at Iso-Vimma, Säkylä. The reception of participants who have registered for the meeting and the distribution of ballots will commence at 11:00 am.
A. The following items are on the agenda of the meeting:
1. Opening the meeting
2. Electing the chairperson for the meeting
3. Electing the secretary for the meeting
4. Recording the legality and quorum of the meeting
5. Electing persons to scrutinise the minutes and count the votes
6. The rules of procedure
7. Recording the attendance at the meeting and the list of votes
8. Presenting the financial statement for the year 2019
9. Presenting the Auditor’s Report
10. Presenting the Statement of the Supervisory Board on the financial statement, Board of Directors’ Management Report and Auditor’s Report
11. Confirming the financial statement and the consolidated financial statement
12. Deciding on the use of the profit shown on the balance sheet and payment of dividends
The Board of Directors proposes that a dividend of EUR 0.45 per share be paid for 2019 on the basis of the adopted balance sheet. The dividend will be paid to shareholders who are registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date of 30 March 2020. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 7 April 2020.
13. Deciding on the discharge of the members of the Supervisory Board, Board of Directors and the CEO from liability
14. Apetit Plc’s Remuneration Policy
15. Deciding on the number and remuneration of the members of the Supervisory Board
16. Electing the members of the Supervisory Board
The term of the following Supervisory Board members will end on the date of the AGM: Jaakko Halkilahti, Mika Leikkonen, Marja-Liisa Mikola-Luoto, Petri Rakkolainen and Mauno Ylinen. The company has received a proposal from shareholders to re-elect Jaakko Halkilahti, Marja-Liisa Mikola-Luoto, Petri Rakkolainen and Mauno Ylinen as members of the Supervisory Board. In addition, the shareholders propose that Olli Saaristo be elected as a new member of the Supervisory Board.
17. Electing two members for the Nomination Committee of the Supervisory Board
The company has received proposals from two shareholders for two members to be elected to the Supervisory Board’s Nomination Committee at the Annual General Meeting. It is proposed that Heikki Laurinen and Pekka Perälä be elected to the Nomination Committee. Each of the two shareholders has nominated one member.
18. Deciding on the number and remuneration of auditors
The Board of Directors proposes that two auditors be elected for the company. The Board of Directors also proposes that the auditors be remunerated in accordance with invoices approved by the company.
19. Electing the auditors
In accordance with the recommendation of the corporate governance code for listed companies, the Board of Directors proposes to the Annual General Meeting that Pasi Karppinen, Authorised Public Accountant, and the firm of auditors PriceWaterhouseCoopers Oy, with Tuomo Korte, APA, as the auditor with principal responsibility, be elected as the auditors until the end of the 2021 Annual General Meeting.
20. Closing the meeting
B. Annual General Meeting documents
The Board of Directors’ proposals for resolutions and the notice of the meeting are available on the company’s website at apetit.fi/yhtiokokous2020. The company’s financial statements will be available on the said website no later than 5 March 2020. Copies of the documents will be sent to shareholders upon request and will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 9 April 2020.
C. Instructions for participants
Right to attend and enrollment
Shareholders whose shares have been registered in the register of shareholders kept by Euroclear Finland Ltd no later than 16 March 2020 have the right to attend the Annual General Meeting. Shareholders should be prepared to prove their identity.
Shareholders wishing to attend the Annual General Meeting must notify the company of this by 4 pm on Friday 20 March 2020 through the company’s website at apetit.fi/yhtiokokous2020, or in writing to: Apetit Plc, Tuija Österberg, Sörnäistenkatu 1, 00580 Helsinki, by phone (+358 10 402 2110/Tuija Österberg) or by email (). If notice is given by post, the letter must arrive before the end of the enrollment period. Any proxy documents should be delivered to the above-mentioned address before the end of the enrollment period.
Shareholders present at the General Meeting have the right to request information on matters to be discussed at the meeting in accordance with Chapter 5, Section 25 of the Limited Liability Companies Act.
Attendance by proxy and letters of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights there through an agent. A shareholder’s agent must present a dated letter of attorney or otherwise demonstrate in a reliable manner that he or she is entitled to represent the shareholder. If a shareholder participates in the Annual General Meeting through several agents representing the shareholder on the basis of shares in different book-entry accounts, the shares on the basis of which each agent represents the shareholder must be reported in connection with the enrollment.
Any letters of attorney shall be delivered to the company in originals before the end of the enrollment period at 4:00 pm on 20 March 2020.
Owners of nominee-registered shares
Owners of nominee-registered shares are advised to ask their asset manager, in good time, for the necessary instructions concerning the registration in the shareholder register, issuance of letters or attorney and enrollment for the Annual General Meeting. The asset manager’s account management organisation must register a holder of nominee registered shares who wants to attend the meeting for temporary entry in the company’s shareholder register by 10:00 am on 23 March 2020.
Other instructions and information
On the date of the notice of the meeting, Apetit Plc has a total of 6,317,576 shares. The company holds 94,700 of its own shares without voting rights at the Annual General Meeting.
The company’s annual report will be published in Finnish and English during week 10 on Apetit Plc’s website.
Apetit Plc, Financial Statements Release, 21 February 2020 at 8:30 a.m.
Apetit Plc’s Financial Statements Release 1 January – 31 December 2019
Significant restructuring completed, profitable growth is sought from core operations - Apetit Group’s result unsatisfactory
October–December 2019, continuing operations
· Net sales of continuing operations amounted to EUR 105.4 (68.7) million
· Operational EBITDA was EUR 0.8 (1.6) million
· Operational EBIT was EUR -0.4 (0.6) million
January–December 2019, continuing operations
· Net sales of continuing operations amounted to EUR 296.9 (259.9) million
· Operational EBITDA was EUR 2.5 (5.6) million
· Operational EBIT was EUR -3.0 (1.6) million
October–December 2019, Group, including discontinued operations *)
· Consolidated net sales amounted to EUR 105.4 (74.0) million
· Operational EBITDA was EUR 0.7 (1.3) million
· Operational EBIT was EUR -0.3 (-0.2) million
January–December 2019, Group, including discontinued operations *)
· Consolidated net sales amounted to EUR 312.6 (283.1) million
· Operational EBITDA was EUR 2.5 (4.8) million
· Operational EBIT was EUR -3.8 (-1.0) million
* Discontinued operations: On 10 July 2019, Apetit Plc agreed on the sale of the fresh cut products business to the Swedish company Greenfood AB. The sold business is reported in this Financial Statements Release as a discontinued operation. The transaction was completed on 30 September 2019.
The Board of Directors will propose to the Annual General Meeting that a dividend of EUR 0.45 per share be paid.
The figures for 2019 and 2018 have been audited. The quarterly and six-month figures are unaudited. The figures in brackets are the equivalent figures for the same period in 2018, and the comparison period means the corresponding period in the previous year, unless otherwise stated.
PROFIT GUIDANCE FOR 2020
The full-year operational EBIT is expected to improve year-on-year (EUR -3.0 million in 2019) and to show a profit.
Esa Mäki, CEO:
“In 2019, Apetit successfully implemented the planned restructuring with the aim of improving profitability. However, there were challenges in the year, especially in the Grain Trade and Oilseed Products businesses.
The crop levels of grain normalised during the new harvest season. Thanks to active procurement, our purchasing volumes were the highest they have ever been, and international demand was at a good level at the end of the year. This meant that our net sales increased substantially year-on-year.
The result of the Grain Trade was a major disappointment: difficulties with international suppliers, failures in the planning of purchases and sales during the harvest season and the substantially lower-than-anticipated profitability of operations in Lithuania and Latvia weighed down our profitability, making it very poor. Our key goal in the Grain Trade is to restore our ability to trade successfully regardless of harvest levels.
In Oilseed Products, our challenges were related to the weak market price level of rapeseed meal and raw material purchasing: the area under cultivation of oilseed plants declined significantly in Finland to the lowest level seen in decades. The size of the total domestic harvest was only about 40,000 tonnes. As a consequence, we had to increasingly rely on foreign raw material, which was reflected in a decrease in our refining margin. In the new year, we will promote the cultivation of domestic rapeseed through even closer cooperation with growers and continue our projects aimed at increasing added value.
The development and outlook of the Food Solutions business are positive thanks to the steadily growing trend in frozen foods. Nevertheless, the operational EBIT of Food Solutions was significantly weakened by restructuring costs of approximately EUR 1.5 million. The new production line that gradually went into production starting in August has now become established as a functional part of the normal process, which naturally improves the efficiency of our food production in Säkylä. We will continue to develop the efficiency of operations throughout the value chain of the food business.
In Food Solutions, we are now a food company with a strong focus on frozen products. The fresh cut products business was divested in the autumn and our service sales operations were discontinued earlier in the spring. The frozen foods category is growing around the world, and we are contributing to its growth in Finland. Food trends continue to work in our favour: growing interest in the origin of food, the climate impacts of food and making daily life easier through various ready-to-use and tasty food solutions provide us with the best possible support for the continued development and growth of our business.
The common thread between Apetit’s continuing business is strong integration with Finnish primary production and the unique value chain built from it. This puts us in an excellent position to respond to consumer needs and requirements. We are currently in the process of updating the Group’s strategy, which will be published in the spring. I am convinced that we will return to profitability in 2020.”
KEY FIGURES
EUR million 10–12 10–12 Change 1–12 1–12 Change
2019 2018 2019 2018
Continuing operations
Net sales 105.4 68.7 53% 296.9 259.9 +14%
Operational EBITDA 0.8 1.6 2.5 5.6
Operational EBIT -0.4 0.6 -3.0 1.6
Operating profit -1.1 1.2 -4.8 0.5
Share of profit of 0.6 0.3 -0.9 -0.7
associated company
Sucros
Profit for the period -0.3 1.4 -5.4 -0.4
Earnings per share, -0.05 0.23 -0.87 -0.07
EUR
Working capital at the 64.0 57.2
end of the period
Investment 11.5 6.1
Group
(incl. operations
discontinued during
the
comparison period,
Fresh cut products,
Seafood)
Net sales 105.4 74.0 312.6 283.1
Operational EBITDA 0.7 1.3 2.5 4.8
Operational EBIT -0.3 -0.2 -3.8 -1.0
Operating profit -1.3 -4.3 -3.4 -6.9
Profit for the period -0.5 -4.1 -4.4 -7.5
Earnings per share, -0.08 -0.66 -0.71 -1.21
EUR
Equity per share, EUR 15.09 16.29
Return on capital -4.0% -1.7%
employed (ROCE), %
Net cash flow from -5.9 -23.5
operating activities
Equity ratio 55.0 61.4
Gearing 35.9 21.5
Apetit has adopted IFRS 16 Leases effective from 1 January 2019. The simplified approach has been applied in the transition, and the comparison figures for the year preceding the adoption of the standard have not been adjusted. This influences the comparability of operational EBITDA, equity ratio and gearing in particular. The effects are described in more detail in the notes to this Financial Statements Release.
NEWS CONFERENCE AND WEBCAST
A news conference (in Finnish) will be held today on 21 February 2020 at 10:00 a.m. at Apetit’s office, Sörnäistenkatu 1 A, Helsinki. A live webcast of the news conference can be followed via apetit.fi/for-investors. The presentation material and a recording of the webcast will be available after the news conference on the company’s website.
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 value chain: we create well-being with vegetables by offering healthy and 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 2019, Apetit Group’s net sales were EUR 313 million. Read more at apetit.fi.
Apetit is number one in vegetables. It is a food industry company firmly rooted in Finnish primary production. We create well-being with vegetables by offering healthy and 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 seeks to lead the way in vegetable-based food solutions. Apetit Plc's shares are listed on Nasdaq Helsinki. In 2018, the company's net sales were EUR 283 million. Read more at apetit.fi.
Apetit is number one in vegetables. It is a food industry company firmly rooted in Finnish primary production. We create well-being with vegetables by offering healthy and 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 seeks to lead the way in vegetable-based food solutions. Apetit Plc's shares are listed on Nasdaq Helsinki. In 2018, the company's net sales were EUR 283 million. Read more at apetit.fi.
