NOTICE OF ANNUAL GENERAL MEETING
OLVI PLC
STOCK EXCHANGE RELEASE 22 March 2019 at 2.00 pm
NOTICE OF ANNUAL GENERAL MEETING
The shareholders of Olvi plc are hereby invited to the Annual
General Meeting that will be held on Tuesday, 16 April 2019 at
10:00 am in the Olvi Beer Hall, address Luuniemenkatu 4, 74100
Iisalmi, Finland. Reception of shareholders registered for the
meeting and the distribution of voting slips will commence at 9:00
am.
A. AGENDA OF THE MEETING The Annual
General Meeting of Olvi plc will consider the following
matters:
1. Opening the meeting 2.
Matters of order for the meeting
3. Election of the persons to confirm the minutes and to
verify the counting of votes
4. Recording the legal convening of the
meeting
5. Recording the attendance at the meeting and adoption
of the list of votes
6. Presentation of the financial statements 2018, the
report of the Board of Directors and the auditors’
reportReview by the Managing Director
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the
balance sheet and the payment of dividend
The Board of Directors will propose that a
dividend of 0.90 euro shall be paid on each Series A and Series K
share on the basis of the adopted balance sheet for 2018. The
dividend will be paid to shareholders registered in the company’s
register of shareholders held by Euroclear Finland Ltd on the
record date of the dividend payment, 18 April 2019. No dividend
shall be paid on treasury shares held by the company on the record
date. The Board of Directors will propose a dividend will be paid
in two instalments. The first instalment will be paid on 9 May 2019
and the second instalment on 9 September 2019. There have been no
substantial changes in the company’s financial position after the
end of the accounting period. The company’s liquidity is good and,
according to the Board of Directors’ understanding, the proposed
distribution of profit does not endanger liquidity.
9. Resolution on the discharge of the members of the
Board of Directors and the Managing Director from
liability
10. Resolution on the remuneration of the members of the
Board of Directors
Shareholders who jointly represent more than 70
percent of voting rights in the company have notified the company
that they will propose to the Annual General Meeting that
remuneration of the Board of Directors shall remain unchanged. It
will be proposed that the Chairman of the Board shall receive 5,000
euro per month, the Vice Chairman 2,500 euro per month, and other
members of the Board 2,000 euro per month. In addition to this, it
will be proposed that the Chairman shall receive an attendance
allowance of 950 euro per meeting, and other members shall receive
650 euro per meeting. The attendance allowance of committee
meetings shall be 650 euro per meeting. It will be proposed that
travel expenses be reimbursed in accordance with the company’s
travel regulations.
11. Resolution on the number of members of the Board of
Directors
Shareholders who jointly represent more than 70
percent of voting rights in the company have notified the company
that they will propose to the Annual General Meeting a Board of
Directors comprising six (6) members.
12. Election of members of the Board of
Directors
Shareholders who jointly represent more than 70
percent of voting rights in the company have notified the company
that they will propose to the Annual General Meeting that the
following members of the Board of Directors be re-elected for a
period ending at the next Annual General Meeting: Hakkarainen
Pentti, Heinonen Lasse, Hortling Nora, Markula Elisa, Paltola Päivi
and Sirviö Heikki.
13. Resolution on the remuneration of the
auditor
The Board of Directors proposes that the
auditor’s fee and expenses shall be paid in accordance with a
conventional invoice approved by the company.
14. Election of auditor
The Board of Directors proposes that Ernst &
Young Oy, Authorised Public Accounting Firm, be elected the
company’s auditor, with Elina Laitinen, APA, as auditor in charge
until the next Annual General Meeting.
15. Authorising the Board of Directors to decide on the
acquisition of treasury shares
The Board of Directors proposes that the Annual
General Meeting would revoke all existing unused authorisations to
acquire treasury shares and authorise the Board of Directors to
decide on the acquisition of a maximum of 500,000 of the company’s
own Series A shares in one or more lots using the company’s
unrestricted equity on the following terms and conditions:
The shares shall be acquired in public trading
arranged by NASDAQ OMX Helsinki Ltd, due to which the acquisition
shall constitute a deviation from the pro rata principle among
shareholders, and the compensation payable for the shares shall be
the market price of the Olvi A share at the time of acquisition.
The shares shall be acquired for the purpose of financing or
executing any upcoming corporate acquisitions or other
arrangements, implementing the company’s incentive schemes or for
other purposes decided upon by the Board of Directors. The maximum
number of shares to be acquired represents approximately 2.4
percent of all shares in the company and approximately 0.5 percent
of all votes, which means that the acquisition would not have any
significant effect on the distribution of shareholdings and voting
rights in the company.
The Board of Directors shall decide upon other
matters related to the acquisition of treasury shares.
It is proposed that the authorisation to acquire
treasury shares shall be valid until the closing of the Annual
General Meeting 2020, however no longer than 18 months from the
General Meeting’s decision of authorisation.
16. Authorising the Board of Directors to decide on a
share issue
The Board of Directors proposes that the Annual
General Meeting would revoke any existing authorisations
concerning share issues and authorise the Board of Directors to
decide on the issue of a maximum of 1,000,000 new Series A shares
and the transfer of a maximum of 500,000 Series A shares held by
the company as treasury shares (“Issue authorisation”).
The new shares can be issued and the treasury
shares transferred in one or more lots either against payment or
free of charge. The new shares can be issued and the treasury
shares transferred to the company’s shareholders on a pro rata
basis in relation to their existing holdings, or a private placing
can be executed in deviation from shareholders’ pre-emptive rights
if a weighty economic reason for this exists from the company’s
viewpoint, such as financing or execution of corporate acquisitions
or arrangements, development of the company’s equity structure,
improvement of share liquidity or implementation of the company’s
incentive schemes. A private placing can be free of charge only if
a particularly weighty economic reason for this exists from the
company’s viewpoint, taking into consideration the interests of all
shareholders. The Board of Directors shall decide upon other
matters related to share issues.
It is proposed that the issue authorisation
shall be valid until the closing of the Annual General Meeting
2020, however no longer than 18 months from the General Meeting’s
decision of issue authorisation.
17. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals of the Board of Directors included
on the above agenda, further details on the proposed members of
the Board, this notice of meeting and the financial statement
documents with attachments are available to shareholders starting
on 22 March 2019 at 2:00 pm at Olvi plc’s head office, address
Olvitie I-IV, 74100 Iisalmi, Finland. The documents will also be
available on the Web site
www.olvigroup.fi/en/investors/corporate-governance/annual-general-meeting-shareholders
from 22 March 2019 onwards.
The proposals of the Board of Directors and the
financial statement documents are also available at the meeting,
and copies of the documents and this notice of meeting will be
sent to shareholders upon request.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE
MEETING
1. The right to participate and
registration
Each shareholder registered on 4 April 2019 in
the register of shareholders of the company, held by Euroclear
Finland Ltd, has the right to participate in the General Meeting. A
shareholder whose shares are registered on his/her personal Finnish
book-entry account is registered in the register of shareholders
of the company.
A shareholder who wants to participate in the
General Meeting shall register for the meeting no later than
Thursday, 11 April 2019 by 3:00 pm. Registration will be opened on
22 March 2019 at 2:00 pm.
SHAREHOLDERS MAY REGISTER FOR THE
MEETING:a) online through Olvi’s Web site
www.olvi.fi, b) in writing to Olvi plc,
Administration, P.O. Box 16, 74101 Iisalmi, Finland,
c) by email to hallinto@olvi.fi,d) by
telephone Monday to Friday between 1:00 pm and 3:00 pm on +358 290
00 1050 / Administration.
In connection with the registration, a
shareholder shall notify his/her name, personal identification
number, address, telephone number, the name of a possible
assistant and the name and the personal identification number of a
possible proxy representative. Personal data disclosed to Olvi plc
by shareholders will only be used for the processing of the General
Meeting and any required registrations associated with it.
Pursuant to Chapter 5, Section 25 of the Limited
Liability Companies Act, a shareholder who is present at the
General Meeting has the right to request information with respect
to the matters to be considered at the meeting.
2. Proxy representative and powers of
attorney
A shareholder may participate in the General
Meeting and exercise his/her rights at the meeting by way of proxy
representation.
A proxy representative shall produce a dated
proxy document or otherwise in a reliable manner demonstrate
his/her right to represent the shareholder at the meeting. Should
a shareholder participate in the meeting by means of several proxy
representatives representing the 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 meeting.
Any proxy documents shall be delivered in
original to Olvi plc/Administration, Olvitie I-IV, 74100 Iisalmi,
Finland, before the last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares is
entitled to participate in the General Meeting by virtue of shares
that would allow him/her to be registered in the company’s register
of shareholders held by Euroclear Finland Ltd on 4 April 2019. A
further prerequisite for participation is that the shareholder be
registered in the company’s temporary register of shareholders held
by Euroclear Finland Ltd by virtue of these shares no later than 11
April 2019 by 10:00 am. As far as nominee registered shares are
concerned, this is considered to constitute registration for the
General Meeting.
A holder of nominee registered shares is advised
without delay to request from his/her custodian bank necessary
instructions regarding the registration in the register of
shareholders, the issuing of proxy documents and registration for
the General Meeting. The account management organisation of the
custodian bank will register a holder of nominee registered shares,
who wants to participate in the Annual General Meeting, to be
temporarily entered in the shareholders’ register by the deadline
specified above.
4. Other information
On the date of this notice of meeting, Olvi plc
has a total of 16,989,976 Series A shares representing a total of
16,989,976 votes, as well as 3,732,256 Series K shares representing
a total of 76,645,120 votes.
Iisalmi, 22 March 2019
Olvi plcBOARD OF DIRECTORS
Further information: Lasse Aho, Managing Director, Olvi plc,
phone +358 290 00 1050 or +358 400 203 600
DISTRIBUTION: NASDAQ OMX Helsinki Ltd Key media www.olvi.fi