Raisio plc: Decisions by the Annual General Meeting and the organizing meeting of the company’s Board of Directors
Raisio plc, Stock Exchange Release, 9 April 2024
Raisio plc’s Annual General Meeting (AGM) was held today on 9 April 2024 at 2:00 p.m. (EEST) in the Turku Fair Center.
The AGM adopted the financial statements, including the consolidated financial statements for the financial year 1 January – 31 December 2023, discharged the members of the Board of Directors and the Supervisory Board as well as the CEO from liability and adopted the Remuneration Report and the Remuneration Policy of the company’s governing bodies. In addition, the AGM made the following resolutions:
Dividend
The AGM resolved that a dividend of EUR 0.14 for each share will be paid on 18 April 2024 to the shareholders, who on the record date 11 April 2024 are entered in the list of company’s owners held by Euroclear Finland Oy.
Members of the Supervisory Board and their remuneration
The number of members of the Supervisory Board was confirmed to be 25. Iris Erlund, Tuomas Levomäki and Kalle Poso were re-elected and Thomas Antas, Helena Fabritius, Ilkka Haavisto, Anna-Kaisa Jaakkola and Ellen Rydbeck were elected as new members, all for the term commencing at the closing of the Annual General Meeting.
The annual remuneration payable to the Chairman of the Supervisory Board was confirmed to be EUR 12,000 and the members will receive a payment of EUR 350 for each meeting, in addition to which their travel expenses will be compensated and they will receive a per diem allowance for the meeting days according to the company’s travelling rules. The AGM also decided to pay the Chairman of the Supervisory Board – and if he/she is unable to attend, to the Deputy Chairman - a fee of EUR 350 for each Board Meeting attended.
Members of the Board of Directors and their remuneration
The number of members of the Board of Directors was confirmed to be six, and Leena Niemistö, Lauri Sipponen, Ann-Christine Sundell, Pekka Tennilä and Arto Tiitinen were re-elected as members and Tero Hemmilä was elected as a new member, all of them for the term commencing at the closing of this AGM.
The Chairman of the Board will be paid a monthly remuneration of EUR 5,150 and the members a monthly remuneration of EUR 2,650. Approximately 20% of this remuneration shall be paid by assigning shares in the company’s possession and approximately 80% in cash. The remuneration will be paid in two equal instalments during the term so that the first payment will be made on 15 June and the second on 15 December. In addition to this, a remuneration of EUR 800 in cash will be paid to the Chairman of the Board for each Board meeting and to the chairmen of the committees for each committee meeting and a remuneration of EUR 400 in cash to the members of the Board for each Board meeting, including the meetings of Board’s committees. Moreover, they will receive a per diem allowance for meeting days and their travel expenses will be compensated according to the company’s travelling rules.
Auditor and deputy auditor
Auditing company Ernst & Young Oy and Minna Viinikkala (APA), were re-elected as auditors and Heikki Ilkka (APA) and Fredric Mattsson (APA) were re-elected as deputy auditors, all for the term that will continue until the end of the following AGM. Ernst & Young had informed that Mikko Järventausta, APA, will continue as the responsible auditor. It was resolved that the auditors will be paid a remuneration for the financial year 2024 as per the invoice accepted by the company.
Board authorisation to decide on repurchase/pledge of shares
The AGM authorised 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 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 the conclusion of the following Annual General Meeting, and until 30 April 2025 at the latest, and it cancels the authorisation granted by the Annual General Meeting on 20 April 2023.
Board authorisation to decide on the issuance of shares
The AGM authorised the Board of Directors to decide on share issues (1) by assigning a total of no more than 6,200,000 free shares that are in the company’s possession and a total of no more than 1,250,000 restricted shares that are in the company’s possession and (2) by giving out a total of no more than 10,000,000 new free 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 Helsinki Ltd. (Stock Exchange) for raising funds for the financing of investments and possible company acquisitions.
The shares can also be assigned against a compensation other than money, against set-off or otherwise on certain terms and conditions.
The Board of Directors is entitled to decide on other terms and conditions of a share issue.
The authorisation will be valid until the conclusion of the following Annual General Meeting, and until 30 April 2025 at the latest, and it cancels the authorisation granted by the Annual General Meeting on 20 April 2023.
Minutes of the AGM
The minutes of the AGM will be available on the company’s website (https://www.raisio.com/en/investors/corporate-governance/annual-general-meeting/) no later than on 23 April 2024.
Organizing meeting of the company’s Board of Directors
At its organizing meeting held after the Annual General Meeting, the Board of Directors re-elected Arto Tiitinen as its Chairman and Ann-Christine Sundell as its Deputy Chairman.
The Board also decided on its committees as follows:
Ann-Christine Sundell was elected as the Chairman and Tero Hemmilä and Lauri Sipponen were elected as members of the Audit Committee.
Arto Tiitinen was elected as the Chairman and Leena Niemistö and Pekka Tennilä as members of the People Committee.
All members of the committees are independent of the company and its major shareholders according to the Finnish Corporate Governance Code.
RAISIO PLC
Investor enquiries:
Mika Saarinen
CFO
Tel. +358 400 726 808
Further information:
Sari Koivulehto-Mäkitalo
CLO
Tel +358 40 594 9512
RAISIO PLC
At Raisio, we make food from the heart, with the aim of bringing health to ourselves and the Earth. We keep creating better plant-based and heart-healthy products so that eating healthily and within the Earth’s ecological capacity can be a pleasure. Our strong brands, such as Benecol®, Härkis® and Elovena®, turn our ambitions into reality. Through our responsibility work, we make the hard choices for consumers, so that they can choose Raisio products with confidence. We have around 350 healthy food colleagues in seven countries and export to more than 40 markets around the world. Raisio's shares are listed on Nasdaq Helsinki Ltd. In 2023, the Group’s comparable net sales for continuing operations were EUR 219.5 million and the comparable EBIT was EUR 22.7 million. www.raisio.com