Olvi Oyj - Decisions of general meeting

RESOLUTIONS OF OLVI PLC’S ANNUAL GENERAL MEETING

Olvi plc's Annual General Meeting of 14 April 2016 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 2015. 

Iisalmi, 2016-04-14 15:41 CEST (GLOBE NEWSWIRE) -- 

OLVI PLC                                           STOCK EXCHANGE RELEASE 14
APR 2016 


RESOLUTIONS OF OLVI PLC’S ANNUAL GENERAL MEETING

Olvi plc’s Annual General Meeting of 14 April 2016 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 2015. 

PAYMENT OF DIVIDENDS

In accordance with the Board’s proposal, the General Meeting decided that a
dividend of 0.70 (0.65) euro be paid on each A and K share for the accounting
period 2015.  The dividend according to the resolution accounts for 64.8 (41.4)
percent of Olvi Group’s consolidated earnings per share. The parent company
Olvi plc had 47.7 (49.5) million euro of distributable funds on 31 December
2015, of which profit for the period accounted for 11.7 (12.5) million euro. 

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, 18 April 2016. It is proposed that the dividend be paid on 28 April
2016. No dividend shall be paid on treasury shares. 

ELECTIONS AND REMUNERATION

Shareholders who jointly represent more than 70 percent of voting rights in the
company had notified the company that they would propose to the Annual General
Meeting that the Board of Directors shall comprise six (6) members and that the
following members of the Board of Directors be re-elected for a period ending
at the next Annual General Meeting: Autere Jaakko, Hortling Heikki, Hortling
Nora, Lager Esa, Markula Elisa and Sirviö Heikki. 

Heikki Hortling, Member and Chairman of Olvi plc’s Board of Directors, died on
10 April 2016. Therefore shareholders who jointly represent more than 70
percent of voting rights in the company proposed that the Board of Directors
shall comprise five (5) members and that the following members of the Board of
Directors be re-elected: Jaakko Autere, Nora Hortling, Esa Lager, Elisa Markula
and Heikki Sirviö. According to Olvi plc’s Articles of Association, the Board
of Directors shall comprise four (4) to six (6) members. 

The General Meeting approved the proposal and decided that the Board of
Directors shall have five (5) members. Jaakko Autere, Nora Hortling, Esa Lager,
Elisa Markula and Heikki Sirviö were re-elected Members of the Board. All of
the candidates had given their consent to the 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 0.55 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 2017, 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 2017, however no longer than 18 months from the
General Meeting’s decision of issue authorisation. 

MINUTES OF THE GENERAL MEETING

The minutes of the General Meeting will be available on www.olvi.fi under the
AGM 2016 section starting on 30 April 2016 at the latest. 

ORGANISATION OF THE BOARD OF DIRECTORS

At its organising meeting held on 14 April 2016, the Board of Directors
nominated Esa Lager as Chairman of the Board and Nora Hortling as Vice
Chairperson. 

Lasse Aho
Managing Director
telephone +358 17 838 5200

DISTRIBUTION:

NASDAQ OMX Helsinki Ltd
Key media
www.olvi.fi

Attachments:

Olve132016.pdf