RAISIO PLC Board of Directors' Proposals to
The Board of Directors presents the following proposals to the Annual General Meeting.
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board proposes that a dividend of
Advisory resolution on the Remuneration Report of the governing bodies
The Board of Directors will present to the Annual General Meeting the Remuneration Report about the remuneration of the company's governing bodies during the financial year 2020. The Remuneration Report will be available on the company's website (https://www.raisio.com/en/investors/corporate-governance/annual-general-meetings/) on
Resolution on the remuneration of the auditors
The Board of Directors proposes on the recommendation of the Board's Audit Committee that the auditors will be paid a remuneration for the financial year 2021 as per the invoice accepted by the company.
Resolution on the number of auditors and deputy auditors
The Board of Directors proposes on the recommendation of the Board's Audit Committee that the Annual General Meeting elect two auditors and two deputy auditors for the term that will continue until the end of the following Annual General Meeting.
Election of auditors and deputy auditors
The Board of Directors proposes on the recommendation of the Board's Audit Committee that Esa Kailiala (APA) and
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 Annual 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
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 at the latest until
Authorising the Board of Directors to decide on the issuance of shares
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 12,500,000 free shares that are in the Company's possession and a total of no more than 1,460,000 restricted shares that are in the Company's possession and (2) by giving out a total of no more than 20,000,000 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
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 in the same way as the Annual General Meeting could decide thereon.
The authorisation will be valid until the conclusion of the following Annual General Meeting, and at the latest until
Documents of the Annual General Meeting
The Board's proposals are available on the company's website (https://www.raisio.com/en/investors/corporate-governance/annual-general-meetings/). The Annual Review of
Board of Directors
Further information:
Tel. +358 400 726 808, communications@raisio.com
Tel +358 44 782 1356, osakaspalvelu@raisio.com
Raisio is an international company specialized in healthy, responsibly produced food, ingredients and fish feeds. Our well-known brands include, for example, Benecol®, Elovena®, Sunnuntai®, Torino® and Benella®. In Raisio's products, the focus is on well-being, health, good taste and sustainable development. Profitable growth is ensured through our strong expertise and passion for creating new. Raisio's shares are listed on
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