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2007-04-03 14:23:18 CEST 2007-04-03 14:23:18 CEST REGULATED INFORMATION Olvi Oyj - Decisions of general meetingRESOLUTIONS OF OLVI PLC’S ANNUAL GENERAL MEETINGOlvi plc pays a dividend of 0.65 euro per share for 2006. The shareholders' meeting authorised the Board of Directors to decide on the acquisition of the company's A shares on the company's own account and to decide on the transfer of the company's own A shares. OLVI PLC PAYS A DIVIDEND OF 0.65 EURO PER SHARE FOR 2006 At their Annual General Meeting held on 3 April 2007, the shareholders of Olvi plc adopted the closing of the accounts for the year 2006 and granted discharge from liability to the members of the Board of Directors and Managing Director as regards the fiscal year 2006. In accordance with the Board's proposal, the shareholders' meeting decided that a dividend of 0.65 euro be paid on each K and A share for fiscal 2006. The dividend to be paid represents 45.5 percent of the company's earnings per share. The dividend payout totals 6.7 million euro. The dividend will be paid on 16 April 2007 to all shareholders recorded in the company's register of shareholders maintained by the Finnish Central Securities Depository Ltd on the record date 10 April 2007 at the latest. The payment of dividends will expire on 16 April 2012. BOARD MEMBERS AND AUDITORS The Annual General Meeting re-elected the current members of the Board: Mr. Heikki Hortling, Chairman of the Board, M.Sc. (Econ), Iisalmi, Mr. Esa Lager, CFO, LL.M., M.Sc. (Econ), Kauniainen, Mr. Lauri Ratia, Managing Director, M.Sc. (Eng), Helsinki, and Mr. Heikki Sinnemaa, LL.M., Member of the Bar, Iisalmi, and appointed Mr. Harri Sivula, Managing Director, M.Adm.Sc., Tuusula, as a new member of the Board. The Annual General Meeting appointed PricewaterhouseCoopers Ltd, Authorised Public Accountants, as the company's auditor, with Mr. Pekka Loikkanen, Authorised Public Accountant, as the auditor in charge. Ms. Silja Komulainen, Authorised Public Accountant, was elected deputy auditor. Their terms of office will end at the conclusion of the next Annual General Meeting. ORGANISATION OF THE BOARD OF DIRECTORS At its organising meeting held on 3 April 2007, the Board elected Mr. Heikki Hortling as the Chairman of the Board and Mr. Esa Lager as the Vice Chairman of the Board. DECISION REGARDING THE ACQUISITION OF OWN SERIES A SHARES In accordance with the Board of Directors' proposal, the Annual General Meeting decided to revoke all existing unused authorisations to acquire own shares and authorise the Board of Directors to decide on the acquisition of the company's own shares using distributable funds. The authorisation is valid for one year starting from the Annual General Meeting and covers a maximum of 245,000 A shares. The Board of Directors may also propose that any shares acquired on the company's own account be cancelled by reducing the share capital. The authorisation allows the Board of Directors to acquire the company's own shares for use as consideration in case of any upcoming corporate acquisitions, for the funding of investments, for the incentive and commitment scheme for key personnel or for cancellation. The shares would be purchased in accordance with the Board of Directors' decision in public trading on the Helsinki Exchanges at the current market price at the time of acquisition. The purchase price shall be paid to the sellers within the payment period determined on the basis of the Rules of the Helsinki Exchanges and the Finnish Central Securities Depository. Because the maximum number of A shares to be acquired represents less than 5% of all the shares in the company and approximately 1 % of all the votes, the acquisition would not have any significant effect on the distribution of shareholdings and voting rights in the company. DECISION REGARDING THE TRANSFER OF OWN SERIES A SHARES In accordance with the Board of Directors' proposal, the Annual General Meeting decided to revoke all existing unused authorisations for the transfer of own shares and authorise the Board of Directors to decide on the transfer of any A shares acquired on the company's own account within one year of the Annual General Meeting. The authorisation would comprise the transfer of all shares purchased on the basis of acquisition authorisations granted to the Board of Directors. The authorisation grants the Board of Directors with the power to decide to whom and in what order the shares held by the company shall be transferred. The Board of Directors could transfer the company's own shares for use as consideration in case of any upcoming corporate acquisitions, for the funding of investments or for use within an incentive and commitment scheme for key personnel. The Board of Directors is authorised to decide on the transfer price of the company's own shares and on the bases for determining the transfer price. Lasse Aho Managing Director Phone +358 17 838 5200 or +358 400 203 600 Further information: Heikki Hortling Chairman of the Board Phone +358 17 838 5500 or +358 500 273 058 DISTRIBUTION: Hex Plc Key media http://www.olvi.fi Appendix 1 Board of Directors' proposals to the Annual General Meeting APPENDIX 1 BOARD OF DIRECTORS' PROPOSALS TO THE ANNUAL GENERAL MEETING 3 APRIL 2007 1. The Board of Directors proposes that the Annual General Meeting of Olvi plc to be held on 3 April 2007 would revoke all existing unused authorisations to acquire the company's own shares and authorise the Board of Directors to decide on the acquisition of the company's A shares on the following terms and conditions: The Board of Directors shall be authorised to decide on the acquisition of the company's own shares using distributable funds. The authorisation shall be valid for one year starting from the Annual General Meeting and cover a maximum of 245,000 A shares. The Board of Directors may also propose that any shares acquired on the company's own account be cancelled by reducing the share capital. The authorisation allows the Board of Directors to acquire the company's own shares for use as consideration in case of any upcoming corporate acquisitions, for the funding of investments, for the incentive and commitment scheme for key personnel or for cancellation. The shares would be purchased in accordance with the Board of Directors' decision in public trading on the Helsinki Exchanges at the current market price at the time of acquisition. The purchase price shall be paid to the sellers within the payment period determined on the basis of the Rules of the Helsinki Exchanges and the Finnish Central Securities Depository. Because the maximum number of A shares to be acquired represents less than 5% of all the shares in the company and approximately 1 % of all the votes, the acquisition would not have any significant effect on the distribution of shareholdings and voting rights in the company. 2. The Board of Directors proposes that the Annual General Meeting of Olvi plc to be held on 3 April 2007 would revoke all existing unused authorisations to transfer the company's own shares and authorise the Board of Directors to decide on the transfer of the company's A shares on the following terms and conditions: The Board of Directors shall be authorised to decide on the transfer of any A shares acquired on the company's own account within one year of the Annual General Meeting. The authorisation would comprise the transfer of all shares purchased on the basis of acquisition authorisations granted to the Board of Directors. The authorisation grants the Board of Directors with the power to decide to whom and in what order the shares held by the company shall be transferred. The Board of Directors could transfer the company's own shares for use as consideration in case of any upcoming corporate acquisitions, for the funding of investments or for use within an incentive and commitment scheme for key personnel. The Board of Directors is authorised to decide on the transfer price of the company's own shares and on the bases for determining the transfer price. Signed in Iisalmi, this 1st day of March 2007 Olvi plc Board of Directors |
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