Olvi Oyj - Notice to general meeting

NOTICE OF ANNUAL GENERAL MEETING

The shareholders of Olvi plc are hereby invited to the Annual General Meeting
that will be held on Wednesday, 16 April 2014 at 11:00 am in the Olvi Beer
Hall, address Luuniemenkatu 4, 74100 Iisalmi, Finland. 

Iisalmi, 2014-03-20 07:59 CET (GLOBE NEWSWIRE) -- OLVI PLC STOCK EXCHANGE
ANNOUNCEMENT 20 MAR 2014 

NOTICE OF ANNUAL GENERAL MEETING

The shareholders of Olvi plc are hereby invited to the Annual General Meeting
that will be held on Wednesday, 16 April 2014 at 11:00 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 10:00 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 2013, the report of the Board of
   Directors and the auditors' report
   - Review 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 0.65 euro shall be paid
on each Series A and Series K share on the basis of the adopted balance sheetfor 2013. 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, 23 April 2014. 

No dividend shall be paid on treasury shares held by the company on the record
date. The Board of Directors will propose a dividend payment date of 30 April
2014. 

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. 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 five 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: Jaakko Autere, Heikki
Hortling, Esa Lager, Tarja Pääkkönen and Heikki Sinnemaa. 

13. Resolution on the remuneration of the auditor

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 auditor's fee and expenses shall be paid in accordance with a
reasonable invoice approved by the company. 

14. Election of auditor

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 PricewaterhouseCoopers Oy, Authorised Public Accounting Firm, be
elected the company's auditor, with Sami Posti, 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 2015, 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 2015, 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, this
notice of meeting and the financial statement documents with attachments are
available to shareholders starting on 20 March 2014 at Olvi plc's head office,
address Olvitie I-IV, 74100 Iisalmi, Finland, and on the company's Web site at
www.olvi.fi under the Investors section. 

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 2014 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 Tuesday, 8 April 2014 by 4:00 pm. Registration
will be opened on 20 March 2014 at 9:00 am. 



Shareholders may register for the meeting:

a) online through Olvi's Web site www.olvi.fi,

b)in writing to Olvi plc, Seija Hakala, P.O. Box 16, 74101 Iisalmi, Finland,

c) by fax to +358 17 838 5235, or

d) by telephone Monday to Friday between 12:00 noon and 3:00 pm on +358 17 838
5203. 

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 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, Seija Hakala,
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
2014. 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 2014 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, 20 March 2014, Olvi plc has a total of
17,026,552 Series A shares representing a total of 17,026,552 votes, as well as
3,732,256 Series K shares representing a total of 76,645,120 votes. 

Iisalmi, 18 March 2014

Olvi plc

BOARD OF DIRECTORS

Further information:
Lasse Aho,
Managing Director
Olvi plc
phone +358 17 838 5200 or +358 400 203 600

DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Key media
www.olvi.fi




















         Seija Hakala, +358 17 838 5203

Attachments:

Olve032014.pdf