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2010-03-25 15:42:29 CET 2010-03-25 15:43:30 CET REGLERAD INFORMATION Raisio - Decisions of general meetingRAISIO'S ANNUAL GENERAL MEETING 25 MARCH 2010Raisio plc, Stock Exhange Release, 25 March 2010 RAISIO'S ANNUAL GENERAL MEETING 25 MARCH 2010 Raisio plc's Annual General Meeting (AGM) approved the financial statements for the financial year 1 January - 31 December 2009 and granted the members of the Board of Directors and the Supervisory Board as well as the Chief Executive discharge from liability. The AGM decided to pay a dividend of EUR 0.09 per share. The Board of Directors' proposals to the AGM were approved without changes. The proposal of Osakesäästäjien Keskusliitto ry for abolition of the Supervisory Board and for amending the respective parts of the Articles of Association was rejected. A total of 2,807 shareholders were personally present or represented by a proxy at the AGM held in Turku, representing 32.9 million shares, i.e. 19.9 per cent of the total share capital. DIVIDEND PAYMENT The AGM decided to pay a dividend of EUR 0.09 for each restricted and free share. The dividend will be paid on 8 April 2010 to the shareholders that are entered in the shareholders' register on the record date of 30 March 2010. The dividend will not be paid on the shares held by the company. AMENDMENTS TO THE ARTICLES OF ASSOCIATION The AGM approved the Board of Directors' proposal for amending the section 11 of the Articles of Association to 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, in respect of the amendment of the section 11 of the Articles of Association, the AGM decided to delete the item 5 of the section 12. Consequently, the internal numbering of the items 6-8 under section 12 will become one number smaller. The amendments of the sections 11 and 12 of the Articles of Association will take effect after they have been entered in the Trade Register. The AGM approved the Board of Directors' proposal for amending the 3rd subsection of the section 9 of the Articles of Association to 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.” This amendment will enter into force if it is also approved at the next consecutive General Meeting and after the amendment has then been entered into the Trade Register. AUTHORISATION TO REPURCHASE OWN SHARES AND TO ISSUE SHARES The AGM authorised the Board of Directors to decide on the repurchase of a maximum of 6,000,000 free shares and 1,500,000 restricted shares. The authorisation will be valid until 25 September 2011. Furthermore, the AGM authorised the Board of Directors to decide on the share issues (1) by disposing of all of the company shares and any potentially repurchased own shares, a maximum total of 16,504,404 shares, 1,701,295 of which can be restricted shares, and (2) by issuing a maximum of 16,500,000 new free shares against payment. The share issue authorisations will be valid until 25 March 2015 at the latest. The details of the authorisations are available in the stock exchange release published on 11 February 2010. The authorisation to repurchase own shares and to issue shares given by the AGM in 2009 expire on 25 March 2010. NOMINATIONS The number of members of the Board of Directors was confirmed as five, and Anssi Aapola, Erkki Haavisto, Simo Palokangas and Michael Ramm-Schmidt were reappointed and Pirkko Rantanen-Kervinen was appointed as a new member for the term commencing after the now closed AGM. At its meeting held after the AGM, the Board of Directors elected Palokangas as its Chairman and Ramm-Schmidt as its Vice Chairman. The Chairman of the Board will be paid a monthly fee of EUR 5,000 and the members a monthly fee of EUR 2,000. Approximately 20 per cent of the fee will be paid with the company's own shares and approximately 80 per cent in cash. The fees are paid in two equal instalments during the term so that the first payment will be made on 15 June and the second on the 15 December. Moreover, they will receive a daily allowance for the meeting days and they will be reimbursed for travel expenses according to the company's travelling rules. The number of members of Supervisory Board was confirmed to be 25. Risto Ervelä, Hans Langh, Juha Salonen, Urban Silén, Tuula Tallskog, Johan Taube and Arto Vuorela were elected as the members of the Supervisory Board for the term commencing after the now closed General Meeting and ending at the Annual General Meeting of 2013. Two of the elected members, Salonen and Vuorela, are new in the Supervisory Board. The annual remuneration payable to the Chairman of the Supervisory Board will be EUR 12.000 and the members will receive a payment of EUR 300 for each meeting, in addition to which their travel expenses will be compensated and they will receive a daily allowance for the meeting days according the company's travelling rules. The Meeting also decided to pay the Chairman of the Supervisory Board a fee of EUR 300 for each attended Board Meeting. Authorised public accountants Johan Kronberg and Mika Kaarisalo were elected as regular auditors for the financial year 2011. Authorised public accountants PricewaterhouseCoopers Ltd and Kalle Laaksonen were elected as deputy auditors. RAISIO PLC Heidi Hirvonen Communications Manager Tel. 050 567 3060 Further information: Janne Martti, Director, Finance and Treasury, tel. 050 556 6521 DISTRIBUTION: NASDAQ OMX Helsinki Ltd Key media www.raisio.com |
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