Apetit Oyj - Notice to general meeting

Invitation to the annual general meeting of Apetit Plc

Apetit Plc, Stock Exchange Release, February 17th 2016 at 09:00 a.m.

The company’s shareholders are hereby invited to the Annual General Meeting,
which will be held on Thursday 31 March 2016 at 2.00 p.m. in Apetit Plc’s
‘Myllynkivi’ staff restaurant at Iso-Vimma, Säkylä. Reception of those who have
registered for the meeting and the distribution of voting tickets will commence
at 12.00 noon. 

A.           The following matters will be dealt with at the meeting:

  1. Opening of the meeting
  2. Election of chairman for the meeting
  3. Election of secretary for the meeting
  4. Declaring the meeting legal and quorate
  5. Election of minute-checkers and vote-counters
  6. Order of business and addressing the meeting
  7. Declaring attendance and the voting list
  8. Presentation of the financial statements for 2015
  9. Presentation of the auditor’s report
 10. Presentation of the Supervisory Board’s statement based on the financial
     statements, Board of Directors’ report and auditor’s report
 11. Adoption of the financial statements and consolidated financial statements
 12. Distribution of the profits shown on the balance sheet and resolution on
     the payment of dividends
The Board of Directors proposes that a dividend of EUR 0.70 per share be
     paid for the financial year 2015 on the basis of the adopted balance sheet.
     The dividend will be paid to shareholders who are registered in the
     company’s shareholder register kept by Euroclear Finland Ltd on the record
     date of 4 April 2016. The Board of Directors will propose to the Annual
     General Meeting that the dividend be paid on 12 April 2016.
 13. Resolution on discharging the members of the Supervisory Board, the members
     of the Board of Directors and the CEO from liability
 14. Esko Eela’s proposal to the Annual General Meeting for removing Article 4
     from the Articles of Association
 15. Esko Eela’s proposal to the Annual General Meeting for amending Articles 5
     and 8 of the Articles of Association so as to remove the upper age limit of
     68 for members of the Supervisory Board and Board of Directors
 16. Esko Eela’s proposal to the Annual General Meeting for amending Article 8
     of the Articles of Association such that the members of the Supervisory
     Board would number 14–18
 17. Proposal by the Apetit Plc Board of Directors for amending Article 8 of the
     Articles of Association such that the sections concerning personnel
     representatives be removed
 18. Resolution on the number of members of the Supervisory Board and their
     remuneration
 19. Election of the members of the Supervisory Board
 20. Appointment of two members to the Supervisory Board’s Nomination Committee
 21. Resolution on the number of auditors and their remuneration
The Board of Directors proposes that two regular auditors be appointed for
     the company. The Board of Directors also proposes that the auditors’ fee be
     paid in accordance with the auditing invoice approved by the company.
 22. Appointment of auditors
In accordance with the recommendation of the Corporate Governance Code for
     listed companies, the Board of Directors will propose to the Annual General
     Meeting that Pasi Karppinen, APA, and PricewaterhouseCoopers Oy, Authorized
     Public Accountants, with Jari Viljanen, APA, as the auditor with principal
     authority be appointed as auditors for the period ending with the close of
     the 2017 Annual General Meeting.
 23. Closing of the meeting

B.  Documents of the General Meeting

The proposed resolutions of the Board of Directors and the invitation to the
meeting are available on the company’s website at  www.apetitgroup.fi. The
company’s financial statements will be available on the above-mentioned website
as of 11 March 2016 at the latest. Copies of these documents will be sent to
shareholders upon request and they will also be available at the Annual General
Meeting. The minutes of the Annual General Meeting will be available on the
above-mentioned website as of 14 April 2016. 

 C.  Instructions for persons attending the Annual General Meeting

Right to attend and registration

Shareholders who on 17 March 2016 are registered in the company’s register of
shareholders kept by Euroclear Finland Ltd shall have the right to attend the
Annual General Meeting. 

Shareholders wishing to attend the Annual General Meeting must notify the
company of this no later than 4.00 p.m. on Thursday 24 March 2016 either
through our website (www.apetitgroup.fi/yhtiokokous), in writing (Apetit Plc,
Tuija Österberg, PO Box 100, FI-27801 Säkylä), by fax (+358 10 402 4023), by
phone (+358 10 402 2110/Tuija Österberg) or by e-mail
(tuija.osterberg@apetit.fi). If notice is given by letter, this must arrive
before the expiry of the notification period. Any proxy documents should be
delivered to the above-mentioned address before the expiry of the notification
period. 

Pursuant to chapter 5, section 25 of the Limited Liability Companies Act,
shareholders who are present at the Annual General Meeting have the right to
request information on matters considered at the meeting. 

Proxies and proxy documents

Shareholders may participate in and exercise their rights at the Annual General
Meeting by means of proxy representation. A shareholder’s proxy must produce a
dated proxy document or must otherwise demonstrate reliably his/her right to
represent the shareholder at the Annual General Meeting. If a shareholder
participates in the meeting by means of several proxies representing the
shareholder with shares in different book-entry accounts, the shares with which
each proxy represents the shareholder must be notified in connection with the
registration for the Annual General Meeting. 

Any proxy documents should be delivered as originals to the company no later
than the expiry of the notification period at 4.00 p.m. on 24 March 2016. 

Holders of nominee registered shares

Holders of nominee registered shares are advised to request in good time from
their asset manager the necessary instructions regarding registration in the
company’s shareholder register, the provision of proxy documents and
registration for the Annual General Meeting. 

If a holder of nominee registered shares wishes to attend the Annual General
Meeting, he or she must be registered for temporary entry in the company’s
shareholder register by the asset manager’s account management organisation no
later than 10.00 a.m. on 24 March 2016. 

Other instructions and information

On the date of this notice, Apetit Plc’s total number of shares and votes is
6,317,576. 

The company’s Annual Report will be published in the week beginning 7 March
2016 in Finnish and English on Apetit Plc’s website. The printed version of the
Annual Report will be sent to those who order it on the website
(www.apetitgroup.fi/en/investors). The printed version of the Annual Report
will be posted during the week beginning 21 March 2016. 

Säkylä, 16 February 2016



APETIT PLC



Board of Directors



Distribution:
Nasdaq Helsinki
Main media
www.apetitgroup.fi