Olvi Oyj - Decisions of general meeting

RESOLUTIONS OF OLVI PLC’S ANNUAL GENERAL MEETING

Olvi plc's Annual General Meeting of 16 April 2015 adopted the financial
statements and granted discharge from liability to the members of the Board of
Directors and Managing Director for the accounting period that ended on 31
December 2014. 

Olvi plc, Iisalmi, 2015-04-16 13:48 CEST (GLOBE NEWSWIRE) -- OLVI PLC          
                                STOCK EXCHANGE RELEASE 16 APR 2015 

RESOLUTIONS OF OLVI PLC'S ANNUAL GENERAL MEETING

Olvi plc's Annual General Meeting of 16 April 2015 adopted the financial
statements and granted discharge from liability to the members of the Board of
Directors and Managing Director for the accounting period that ended on 31
December 2014. 

PAYMENT OF DIVIDENDS

In accordance with the Board's proposal, the General Meeting decided that a
dividend of 0.65 (0.65) euro be paid on each A and K share for the accounting
period 2014.  The dividend according to the resolution accounts for 41.4 (40.4)
percent of Olvi Group's consolidated earnings per share. 

The dividend will be paid to shareholders registered in Olvi plc's register of
shareholders held by Euroclear Finland Ltd on the record date of the dividend
payment, 20 April 2015. The dividends will be paid on 30 April 2015. 

ELECTIONS AND REMUNERATION

The General Meeting decided that the Board of Directors shall have six (6)
members. Jaakko Autere, Heikki Hortling and Esa Lager were re-elected Members
of the Board. The General Meeting also elected Nora Hortling, Elisa Markula and
Heikki Sirviö as new members. Heikki Sinnemaa and Tarja Pääkkönen were no
longer available for re-election. 

It was decided that the Board of Directors shall receive remuneration as
follows: the Chairman of the Board 5,000 euro per month, the Vice Chairman
2,500 euro per month and the other members 2,000 euro per month. Furthermore,
the General Meeting decided that the Chairman of the Board shall receive an
attendance allowance of 950 euro per meeting, and other members shall receive
650 euro per meeting. 

The authorised public accounting firm PricewaterhouseCoopers Oy was re-elected
the company's auditor, with Sami Posti, Authorised Public Accountant, as
auditor in charge. It was decided that the auditor's fee shall be paid in
accordance with a reasonable invoice presented to the company. 

Authorising the Board of Directors to decide on the acquisition of treasury
shares 

In line with Board's proposal, the General Meeting decided to authorise the
Board to decide on the acquisition of treasury shares. 

Based on this authorisation, the Board is entitled to repurchase a maximum of
500,000 Series A shares of the company in one or more lots using the company's
unrestricted equity. 

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 2016, however no longer than 18
months from the General Meeting's decision of authorisation. 

Authorising the Board of Directors to decide on a share issue

The Annual General Meeting decided to 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 as treasury shares
(“Issue authorisation”) in accordance with the Board's proposal. 

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 2016, however no longer than 18 months from the
General Meeting's decision of issue authorisation. 

AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE DISTRIBUTION OF EXTRA
DIVIDENDS 

In line with Board's proposal, the General Meeting decided to authorise the
Board to decide on the distribution of extra dividends. 

The extra dividend to be distributed on the basis of the authorisation, as an
aggregate total of any separate decisions of distribution, can amount to a
maximum of 0.15 euro for each Series A and Series K share, in total a maximum
of 3,113,652.60 euro. 

Extra dividends based on the Board of Directors' decision 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 decided by the
Board. 

The Board of Directors shall decide on the record date of the dividend payment
and the payment date, which may be no earlier than the fifth banking day after
the record date. The authorisation includes the right of the Board of Directors
to decide on all other terms and conditions related to the distribution of
extra dividends referred to in the above. The authorisation shall remain valid
until the commencement of the next General Meeting of Shareholders. No dividend
shall be paid on treasury shares held by the company. 

MINUTES OF THE GENERAL MEETING

The minutes of the General Meeting will be available on www.olvi.fi under the
AGM 2015 section starting on 30 April 2015 at the latest. 



Lasse Aho
Managing Director
telephone +358 17 838 5200

DISTRIBUTION:

NASDAQ OMX Helsinki Ltd

Key media

www.olvi.fi

Attachments:

Olve102015.pdf