2010-02-11 13:09:08 CET
2010-02-11 13:10:08 CET
REGULATED INFORMATION
Raisio - Notice to general meeting
RAISIO NOTICE OF GENERAL MEETING AND BOARD'S PROPOSALS
Raisio plc Stock Exchange Release 11 February 2010 RAISIO NOTICE OF GENERAL MEETING AND BOARD'S PROPOSALS The Board of Raisio plc has decided on proposals to the Annual General Meeting, which will be held on 25 March 2010 at 2 p.m. in Turku. Content of the proposals is available in the enclosed invitation to the AGM. The invitation will be published in the newspapers on 26 February 2010, when the registration for the AGM begins. RAISIO PLC Heidi Hirvonen Communications Manager tel. +358 50 567 3060 More information: Janne Martti, Director, Finance and Treasury, tel. +358 50 556 6521 Distribution NASDAQ OMX Helsinki Key media www.raisio.com --- NOTICE OF GENERAL MEETING The shareholders of Raisio plc are hereby invited to the Annual General Meeting which will be held on Thursday 25 March 2010 at 14.00 (2 p.m.) at Turku Fair and Congress Center, address Messukentänkatu 9-13, FI-20200 Turku, Finland. Listing of the participants who have registered to the meeting commences at 13.00 (1 p.m.). The following issues will be handled in the meeting: 1 Opening of the meeting 2 Getting the meeting organized 3 Election of examiners of the minutes and supervisors of counting of votes 4 Noting that the meeting has been legally convened and the members present constitute a quorum 5 Ascertainment of those present and confirmation of the list of votes 6 Presentation of the Financial Statements, Consolidated Financial Statements and Board of Directors' Report, and Auditor's Report and statement given by the Supervisory Board 7 Confirmation of the Financial Statements and Consolidated Financial Statements 8 Using the profits shown in the balance sheet and deciding on the payment of dividend The Board of Directors proposes to the General Meeting that a dividend of € 0.09 be paid per each restricted share and each free share. Dividend will be paid on 8 April 2010 to the shareholders entered in the shareholders register kept by Euroclear Finland Oy on the record date 30 March 2010. 9 Deciding on discharge from personal liability to members of the Board of Directors and members of the Supervisory Board and the CEO 10 The Board of Directors' proposal for the amendment of the Articles of Association The Board of Directors proposes to the Annual General Meeting that sections 9, 11 and 12 of the Articles of Association be amended, on the one hand due to the amendment of the Limited Liability Companies Act in August 2009, and on the other hand in order to bring the delivery of the notice of the General Meeting up to date. Regarding the period for the notice of the General Meeting the Board of Directors proposes that section 11 of the Articles of Association be amended in such a way that the notice of the General Meeting shall be published, at the earliest, three months, and at the latest, three weeks before the General Meeting; however, no later than nine days before the record date of the General Meeting. Regarding the method of serving the notice of the General Meeting the Board of Directors proposes that section 11 of the Articles of Association be amended in such a way that the notice of the General Meeting shall be published on the company's website and possibly in another manner determined by the Board of Directors. Thus it is proposed that section 11 of the Articles of Association will read as follows: “The notice of the General Meeting shall be published, at the earliest, three (3) months and at the latest, three (3) weeks before the General Meeting on the company's website and possibly in another manner determined by the Board of Directors. However, the notice of the General Meeting must be published no later than nine (9) days before the record date of the General Meeting.” Furthermore, it is proposed that due to the change in the method of serving the notice, section 12, item 5 of the Articles of Association, according to which the Annual General Meeting shall decide on the newspapers in which the notices concerning the General Meeting shall be published, be deleted, as a result of which the internal numbering of items 6-8 under section 12 will become one number smaller. The Board of Directors also proposes that section 9.3 of the Articles of Association be amended in such a way that it will refer to a shareholder's use of votes in the General Meeting instead of the current section 9.3 according to which no one is entitled to vote with more votes than the maximum number of votes set in the Articles of Association. Thus it is proposed that section 9.3 of the Articles of Association will read as follows: ”In the General Meeting, no shareholder's shares are entitled to vote with more votes than one tenth of the total number of votes of the shares represented at the Meeting.” --- For the amendment of sections 11 and 12 of the Articles of Association it is required that the Board of Directors' proposal is supported by at least two thirds (2/3) of the votes given and the shares represented in the Annual General Meeting. The amendment of section 9 of the Articles of Association requires a decision made in two consecutive General Meetings, held with an interval of at least 20 days, by three quarters (3/4) majority of the votes given and shares represented. The Board of Directors' proposals on amending on the one hand section 9 and on the other hand sections 11 and 12 are separate in such a way that the amendment of sections 11 and 12 - provided that it is approved by the General Meeting - will be announced for entry into the Trade Register immediately after the Annual General Meeting of 2010. The proposed amendment of section 9 cannot be announced for registration until after it has been approved in two consecutive General Meetings. The amendments approved by the General Meeting will enter into force after the amendment of the Articles of Association has been entered into the Trade Register. 11 Deciding on the newspapers in which the notices of the General Meeting shall be published 12 Proposal by Osakesäästäjien Keskusliitto ry to abolish the Supervisory Board and amend the Articles of Association accordingly 13 Deciding on the remuneration of the Chairman and members of the Supervisory Board and on the compensation of the costs they incur due to the meetings Shareholders who hold 6.7 % of the shares and 14.7 % of the votes have informed the Board of Directors that they will propose to the Annual General Meeting that (1) the Chairman of the Supervisory Board be paid a yearly remuneration of € 12,000, that (2) the Chairman be paid a remuneration equal to the meeting fee payable for each Board Meeting attended, and that (3) the Chairman and members of the Supervisory Board be paid a fee of € 300 for each meeting of the Supervisory Board, in addition to which their travel expenses will be compensated and they will receive per diem allowance for meeting days according to the company's travelling rules. 14 Deciding on the number of the members of the Supervisory Board Shareholders who hold 6.7 % of the shares and 14.7 % of the votes have informed the Board of Directors that they will propose to the Annual General Meeting that the number of members of the Supervisory Board be 25. 15 Election of the members of the Supervisory Board Shareholders who hold 6.7 % of the shares and 14.7 % of the votes have informed the Board of Directors that they will propose to the General Meeting that for the term commencing after the closing of the General Meeting Juha Salonen be elected to the Supervisory Board to replace Juhani Enkovaara and Arto Vuorela to replace Asko Leinonen and that the rest of the members whose term ends in 2010 - Risto Ervelä, Hans Langh, Urban Silén, Tuula Tallskog and Johan Taube - be re-elected. 16 Deciding on the remuneration of the Chairman and members of the Board of Directors and on the compensation of the costs they incur due to the meetings 17 Deciding on the number of the members of the Board of Directors 18 Election of the members of the Board of Directors 19 Deciding on the remuneration of the Auditors 20 Deciding on the number of Auditors and Deputy Auditors The Board of Directors proposes that the Annual General Meeting elect two auditors and two deputy auditors for the financial year 2011. 21 Election of the Auditors and Deputy Auditors for the financial year 2011 The Board of Directors proposes to the Annual General Meeting that Johan Kronberg, APA, and Mika Kaarisalo, APA, be elected auditors and PricewaterhouseCoopers Oy, auditing company approved by the Central Chamber of Commerce, and Kalle Laaksonen, APA, be elected deputy auditors for the financial year 2011 22 Authorising the Board of Directors to decide on the acquisition of the company's own shares The Board of Directors proposes that the 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 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 in one or more lots, a maximum of 7,500,000 shares at a time; a maximum of 6,000,000 of them can be free shares and a maximum of 1,500,000 can be restricted shares. The shares must be acquired 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. 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 OMX 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. The authorisation will be valid until 25 September 2011. Furthermore, the Board of Directors proposes that the authorisation concerning the acquisition of the Company's own shares granted by the Annual General Meeting on 26 March 2009 ceases to be in force as from 25 March 2010. 23 Authorising the Board of Directors to decide on share issues 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 16,504,404 Company's own shares that are in the Company's possession and (2) by giving out against payment a total of no more than 16,500,000 new free shares. (1) The authorisation of share issue concerns firstly all the Company's own shares that were already in the Company's possession on 31 December 2009, in other words, 8,803,109 free shares and 201,295 restricted shares. Secondly, the authorisation concerns all the shares that are received by the Company on the basis of the Board of Directors' authorisation to acquire the Company's own shares as proposed in the General Meeting on 25 March 2010, according to which the maximum total number of shares that could be acquired would be 7,500,000, and a maximum of 6,000,000 of them can be free shares and a maximum of 1,500,000 can be restricted shares. In accordance with the conversion clause of the Articles of Association, restricted shares can be converted into free shares, and consequently, this authorisation of share issue can concern a maximum of 16,504,404 free shares and a maximum of 1,701,295 restricted shares, however, no more than 16,504,404 shares of the Company in total. (2) By virtue of the authorisation the Board of Directors could grant a maximum of 16,500,000 new free shares against payment, which is approximately 10% of the current number of 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 OMX Helsinki Ltd. (Stock Exchange) for raising funds for the financing of investments and possible company acquisitions. The amount of compensation payable for the shares is no less than their market value at the time of assignment, which is determined in the public trading organised by the Stock Exchange, but when implementing share-based incentive systems shares can be given gratuitously. The shares can also be assigned against a compensation other than money, against receipt 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 General Meeting could decide thereon. The authorisation will be in force until the Annual General Meeting of 2015, however, no longer than five (5) years from the closing of the General Meeting of 25 March 2010. Furthermore, the Board of Directors proposes that the authorisations to decide on share issues granted to the Board of Directors by the Annual General Meeting on 26 March 2009 cease to be in force as from 25 March 2010. 24 Closing of the meeting DISPLAY OF THE DOCUMENTS FOR PUBLIC INSPECTION The abovementioned proposals of the Board of Directors under items 10, 22 and 23 of the Agenda of the General Meeting, this Notice of the Meeting and the Company's Financial Statements, Board of Directors' report and auditors' report are available on the Company's website (www.raisio.com) no later than 4 March 2010. The Annual Report of Raisio plc which includes the company's financial statements, Board of Directors' report and auditors' report is expected to be available on the Company's website (www.raisio.com) no later than 12 March 2010. The Board of Directors' proposals and financial statements documents will also be available at the General Meeting, and copies of them and this Notice of the Meeting will be sent to the shareholders on request. THE RIGHT TO PARTICIPATE A shareholder who, no later than 15 March 2010, has been entered as a shareholder in the Company's shareholders register kept by Euroclear Finland Oy and has registered to the Company no later than 18 March 2010 at 15.00 (3 p.m.), has the right to participate in the Annual General Meeting. A shareholder present in the General Meeting has the right to enquire about the issues handled at the meeting as referred to in section 5:25 of the Companies Act. REGISTRATION A shareholder who wishes to participate in the General Meeting shall inform the Company about his/her participation no later than Thursday 18 March 2010 at 15.00 (3 p.m.), either by e-mail to eeva.hellsten(at)raisio.com or by telephone +358 50 386 4350 or by fax +358 2 443 2315 or by a letter addressed to Raisio plc, Osakeasiat (Shareholder matters), P.O. Box 101, FI-21201 Raisio, Finland. In connection with registration, the following information shall be given: shareholder's name, identity number or Business ID, address and telephone number, name of possible assistant, and whether the shareholder will use a representative, and his/her name and identity number. USING A REPRESENTATIVE AND THE POWERS OF ATTORNEY A shareholder may participate in the General Meeting and exercise his/her rights via a representative. The representative must present a dated power of attorney or otherwise reliably prove that he/she is entitled to represent the shareholder. If a shareholder participates in the General Meeting through several representatives, who represent the shareholder by shares in different book-entry accounts, the shares by which each representative represents the shareholder must be given in connection with the registration. Any powers of attorney should be submitted as originals to the Company before the expiration of the registration time to the following address Raisio plc, Osakeasiat (Shareholder matters), P.O. Box 101, FI-21201 Raisio, Finland. OWNERS OF SHARES UNDER A NAME OF A NOMINEE Shareholders who hold their shares under a name of a nominee are requested to contact their fiduciary in time for the necessary instructions concerning registration into the shareholders register, submitting of powers of attorney and registration to the General Meeting. The account manager of the fiduciary shall report the owner of a share under a name of a nominee, wishing to participate in the Annual General Meeting, to be entered temporarily in the shareholders register of the Company no later than 22 March 2010 by 10.00 a.m. NUMBER OF SHARES AND VOTES On the date of the notice of General Meeting, the share capital of Raisio plc is divided into 130,697,307 free shares that give 130,697,307 votes, and 34,451,723 restricted shares that give 689,034,460 votes. Raisio, 11 February 2010 BOARD OF DIRECTORS
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