Raisio plc Stock Exchange Release 14 Februray 2012
NOTICE OF GENERAL MEETING
The shareholders of Raisio plc are hereby invited to the Annual General Meeting
which will be held on Thursday 29 March 2012 at 14.00 (2 p.m.) at Turku Fair
and Congress Center, address Messukentänkatu 9-13, FI-20210 Turku, Finland.
Reception of the participants who have registered to the meeting commences at
13.00 (1 p.m.).
The following issues will be handled in the meeting:
1 Opening of the meeting
2 Getting the meeting organized
3 Election of examiners of the minutes and supervisors of counting of votes
4 Noting that the meeting has been legally convened
5 Ascertainment of those present and confirmation of the list of votes
6 Presentation of the Financial Statements, Consolidated Financial Statements
and Board of Directors’ Report, and Auditor’s Report and statement given by the
Supervisory Board
7 Confirmation of the Financial Statements and Consolidated Financial Statements
8 Using the profits shown in the balance sheet and deciding on the payment of
dividend
The Board of Directors proposes to the General Meeting that a dividend of €
0.11 be paid per each restricted share and each free share. Dividend will be
paid on 12 April 2012 to the shareholders entered in the list of owners kept by
Euroclear Finland Ltd. on the record date 3 April 2012.
9 Deciding on discharge from personal liability to members of the Board of
Directors and members of the Supervisory Board and the CEO
10 Deciding on the remuneration of the Chairman and members of the Supervisory
Board and on the compensation of the costs they incur due to the meetings
Shareholders who hold 6.7% of the shares and 15.1% of the votes propose to the
Annual General Meeting that (1) the Chairman of the Supervisory Board be paid a
yearly remuneration of € 12,000, that (2) the Chairman of the Supervisory Board
be paid for each Board Meeting attended a remuneration equal to the meeting fee
paid for each meeting of the Supervisory Board, and that (3) the Chairman and
members of the Supervisory Board be paid a fee of € 300 for each meeting of the
Supervisory Board, in addition to which their travel expenses will be
compensated and they will receive per diem allowance for meeting days according
to the company’s travelling rules.
11 Deciding on the number of the members of the Supervisory Board
Shareholders who hold 6.7% of the shares and 15.1% of the votes propose to the
Annual General Meeting that the number of members of the Supervisory Board be
25.
12 Election of the members of the Supervisory Board
Shareholders who hold 6.7% of the shares and 15.1% of the votes propose to the
General Meeting that for the term commencing after the closing of the General
Meeting Mikael Holmberg be elected to the Supervisory Board to replace Johan
Laurén and Markku Kiljala to replace Antti Lithovius and that the rest of the
members whose term ends in 2012 and who are elected by the General Meeting –
Cay Blomberg, Holger Falck, Jarmo Mäntyharju, Heikki Pohjala, Rita Wegelius and
Tapio Ylitalo – be re-elected.
13 Deciding on the remuneration of the Chairman and members of the Board of
Directors and on the compensation of the costs they incur due to the meetings
14 Deciding on the number of the members of the Board of Directors
15 Election of the members of the Board of Directors
16 Deciding on the remuneration of the Auditors
17 Deciding on the number of Auditors and Deputy Auditors
The Board of Directors proposes that the Annual General Meeting elect two
auditors and two deputy auditors for the term commencing at the closing of the
Annual General Meeting and ending with the closing of the following Annual
General Meeting.
18 Election of the Auditors and Deputy Auditors
The Board of Directors proposes to the Annual General Meeting that Johan
Kronberg, APA, and Kalle Laaksonen, APA, be elected auditors and
PricewaterhouseCoopers Oy, auditing company approved by the Central Chamber of
Commerce, and Vesa Halme, APA, be elected deputy auditors for the term
commencing at the closing of the Annual General Meeting and ending with the
closing of the following Annual General Meeting.
19 Authorising the Board of Directors to decide on the acquisition of the
company’s own shares and/or accepting them as pledge
The Board of Directors proposes that the General Meeting authorise the Board of
Directors to decide on the acquisition of the Company’s own shares by using
funds included in the Company’s non-restricted equity and/or accepting them as
pledge on the following terms and conditions:
The shares can be acquired for the purpose of developing the Company’s capital
structure, for use in the financing or implementing of company acquisitions and
other arrangements, and for realising share-based incentive systems or
otherwise to be assigned further or to be annulled.
Shares can be acquired and/or accepted as pledge in one or more lots, a maximum
of 6,250,000 shares at a time; a maximum of 5,000,000 of them can be free
shares and a maximum of 1,250,000 can be restricted shares. The shares must be
acquired or accepted as pledge so that the total number of shares in the
Company’s or its subsidiary’s possession or held as a pledge by them will not
exceed ten (10) per cent of all the Company’s shares after the acquisition or
accepting as pledge. The Board of Directors is entitled to acquire Company's
own shares in a proportion other than according to the proportions of the
different types of shares and to decide on the order in which the shares are
acquired.
The acquisition of the shares will be implemented on the basis of the market
price formed in the public trading organised by the NASDAQ OMX Helsinki Ltd.
(Stock Exchange) so that the share-specific minimum price of the shares to be
acquired during the validity of the authorisation is the lowest and similarly,
the maximum price is the highest market price quoted in public trading. The
purchase price of the shares shall be paid to the sellers within a payment term
determined in accordance with the rules of the Stock Exchange and Euroclear
Finland Ltd.
As the acquisition is implemented in public trading, the shares are acquired in
a proportion other than according to the proportions of the shares in the
shareholders’ possession.
The acquisition of shares decreases the distributable non-restricted equity of
the Company.
The Board of Directors shall decide on other terms and conditions related to
the acquisition of the Company’s own shares and accepting them as pledge.
The authorisation will be valid until 29 September 2013.
Furthermore, the Board of Directors proposes that the authorisation concerning
the acquisition of the Company’s own shares granted by the Annual General
Meeting on 24 March 2011 ceases to be in force as from 29 March 2012.
20 Authorising the Board of Directors to decide on share issues
The Board of Directors proposes that the General Meeting authorise the Board of
Directors to decide on share issues (1) by assigning a total of no more than
15,386,123 Company's own shares that are in the Company’s possession and (2) by
giving out against payment a total of no more than 20,000,000 new free shares.
(1) The authorisation of share issue concerns firstly all the Company’s own
shares that were already in the Company’s possession on 31 December 2011, in
other words, 4,665,029 free shares and 208,511 restricted shares. Secondly, the
authorisation concerns all the no more than 3,269,799 free shares and 992,784
restricted shares that can be acquired for the Company in 2012 before the
Annual General Meeting on the basis of the authorisation granted to the Board
of Directors in spring 2011. Thirdly, the authorisation concerns all shares
that are received by the Company on the basis of the Board of Directors’
authorisation to acquire the Company’s own shares as proposed in the General
Meeting on 29 March 2012, according to which the maximum total number of shares
that could be acquired would be 6,250,000, and a maximum of 5,000,000 of them
can be free shares and a maximum of 1,250,000 can be restricted shares. In
accordance with the conversion clause of the Articles of Association,
restricted shares can be converted into free shares, and consequently, this
authorisation of share issue can concern a maximum of 15,386,123 free shares
and a maximum of 2,451,295 restricted shares; however, no more than 15,386,123
shares of the Company in total.
(2) By virtue of the authorisation the Board of Directors could grant a maximum
of 20,000,000 new free shares against payment, which is approximately 12.1% of
the current number of shares.
The Board of Directors is authorised to decide to whom and in what order the
Company’s own shares are assigned and new shares given. Shares can be assigned
and given in one or more instalments.
The Board of Directors can decide on the assignment of the Company’s own shares
and giving new shares otherwise than in a proportion where the shareholders
have a primary right to the Company’s shares, if there exists weighty financial
reason for a deviation from the Company’s point of view. Development of the
Company’s capital structure, financing or implementation of company
acquisitions or other arrangements and realisation of share-based incentive
systems can be considered weighty financial reasons from the Company’s point of
view.
The Board of Directors can also decide on assigning the Company’s own shares in
public trading organised by the NASDAQ OMX Helsinki Ltd. (Stock Exchange) for
raising funds for the financing of investments and possible company
acquisitions.
The amount of compensation payable for the shares is no less than their market
value at the time of assignment, which is determined in the public trading
organised by the Stock Exchange, but when implementing share-based incentive
systems shares can be given gratuitously. The shares can also be assigned
against a compensation other than money, against receipt or otherwise on
certain terms and conditions.
The Board of Directors is entitled to decide on other terms and conditions of a
share issue in the same way as the General Meeting could decide thereon.
The authorisation will be in force until the Annual General Meeting of 2017,
however, no longer than five (5) years from the closing of the General Meeting
of 29 March 2012.
Furthermore, the Board of Directors proposes that the authorisations to decide
on share issues granted to the Board of Directors by the Annual General Meeting
on 24 March 2011 cease to be in force as from 29 March 2012.
21 Closing of the meeting
Display of the documents for public inspection
The abovementioned proposals of the Board of Directors under items 19 and 20 of
the Agenda of the General Meeting, this Notice of the Meeting and the Company’s
Financial Statements, Board of Directors’ report and auditors’ report are
available on the Company’s website (www.raisio.com) no later than 8 March 2012.
The Annual Report of Raisio plc which includes the company’s financial
statements, Board of Directors’ report and auditors’ report is expected to be
available on the Company’s website (www.raisio.com) no later than 16 March
2012. The Board of Directors’ proposals and financial statements documents will
also be available at the General Meeting, and copies of them and this Notice of
the Meeting will be sent to the shareholders on request.
The right to participate
A shareholder who, no later than 19 March 2012, has been entered as a
shareholder in the Company’s shareholders register kept by Euroclear Finland
Ltd. and has registered to the Company no later than 22 March 2012 at 15.00 (3
p.m.), has the right to participate in the Annual General Meeting.
A shareholder present in the General Meeting has the right to enquire about the
issues handled at the meeting as referred to in section 5:25 of the Companies
Act.
Registration
A shareholder who wishes to participate in the General Meeting shall inform the
Company about his/her participation no later than Thursday 22 March 2012 at
15.00 (3 p.m.), either by e-mail to eeva.hellsten@raisio.com or by telephone
+358 50 386 4350 (from Monday to Friday from 9.00 a.m. to 4 p.m.) or by fax
+358 2 443 2315 or by a letter addressed to Raisio plc, Osakeasiat (Shareholder
matters), P.O. Box 101, FI-21201 Raisio, Finland.
In connection with registration, the following information shall be given:
shareholder’s name, identity number or Business ID, address and telephone
number, name of possible assistant, and whether the shareholder will use a
representative, and his/her name and identity number.
Using a representative and the powers of attorney
A shareholder may participate in the General Meeting and exercise his/her
rights via a representative. The representative must present a dated power of
attorney or otherwise reliably prove that he/she is entitled to represent the
shareholder. If a shareholder participates in the General Meeting through
several representatives, who represent the shareholder by shares in different
book-entry accounts, the shares by which each representative represents the
shareholder must be given in connection with the registration. Any powers of
attorney should be submitted as originals to the Company before the expiration
of the registration time to the following address Raisio plc, Osakeasiat
(Shareholder matters), P.O. Box 101, FI-21201 Raisio, Finland.
Owners of shares under a name of a nominee
A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on 19 March
2012 would be entitled to be registered in the shareholders’ register of the
company held by Euroclear Finland Ltd. The right to participate in the general
meeting requires, in addition, that the shareholder on the basis of such shares
has been temporarily registered into the shareholders’ register held by
Euroclear Finland Ltd. at the latest by 26 March 2012, by 10.00 a.m. As regards
nominee registered shares this constitutes due registration for the general
meeting.
Shareholders who hold their shares under a name of a nominee are requested to
contact their fiduciary in time for the necessary instructions concerning
registration into the shareholders register, submitting of powers of attorney
and registration to the General Meeting. The account manager of the fiduciary
has to report the owner of a share under a name of a nominee, wishing to
participate in the Annual General Meeting, to be entered temporarily in the
shareholders register of the Company no later than 26 March 2012 by 10.00 a.m.
Number of shares and votes
On the date of the notice of General Meeting, the share capital of Raisio plc
is divided into 130,951,110 free shares that give 130,951,110 votes, and
34,197,920 restricted shares that give 683,958,400 votes.
Raisio, 14 February 2012
BOARD OF DIRECTORS
RAISIO PLC
Heidi Hirvonen
Communications and IR Manager
Tel. +358 50 567 3030
Further information:
Janne Martti, Director, Finance and Treasury, tel. +358 50 556 6521
Distribution
NASDAQ OMX
Key media
www.raisio.com