Raisio's Annual General Meeting 23 March 2016
Raisio plc's Annual General Meeting (AGM) approved the financial statements for the financial year 1 January – 31 December 2015 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 0.16 per share. The Board of Directors' proposals to the AGM were approved without changes.
A total of 2,468 shareholders were personally present or represented by a proxy at the AGM held in Turku, representing 45.3 million shares, i.e. 27.4 % of the total share capital.
The AGM approved the Board of Directors' proposal to pay a dividend of EUR 0.16 for each restricted and free share. The dividend will be paid on 5 April 2016 to each shareholder who is entered in the shareholders' register on the record date of 29 March 2016. The dividend will not be paid on the shares held by the company.
The number of members of the Board of Directors was confirmed to be five, and Erkki Haavisto, Matti Perkonoja, Michael Ramm-Schmidt, Ann-Christine Sundell and Antti Tiitola were reappointed for the term commencing after the now closed AGM. At its meeting held after the AGM, the Board of Directors elected Perkonoja 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 2,500. Approximately 20% of the fee will be paid with the company's own shares and approximately 80% 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. In addition to this, a remuneration of EUR 800 in cash will be paid to the Chairman of the Board and a remuneration of EUR 400 in cash to the members of the Board for each board meeting, including the meetings of committees set by the Board among its members. For a teleconference meeting this remuneration will be EUR 400 in cash to the Chairman of the Board and EUR 200 in cash to the members of the board. 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 the Supervisory Board was confirmed to be 25. John Holmberg, Linda Langh, Jukka Niittyoja, Juha Salonen, Matti Seitsonen, Urban Silén and Mervi Soupas. were elected as the members of the Supervisory Board for the term commencing at the closing of this AGM. Holmberg, Langh, Niittyoja and Seitsonen are new members 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 350 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 to the company's travelling rules. The Meeting also decided to pay the Chairman of the Supervisory Board a fee of EUR 350 for each attended Board Meeting.
Authorised public accountants Esa Kailiala and Kimmo Antonen were elected as regular auditors. KPMG Oy Ab and authorised public accountant Mika Leino were elected as deputy auditors. Their term commenced at the closing of this AGM and ends with the closing of the following Annual General Meeting.
AUTHORISATION TO REPURCHASE OWN SHARES AND TO ISSUE SHARES
The AGM authorised the Board of Directors to decide on the repurchase of and/or accepting as pledge a maximum of 5,000,000 free shares and 1,250,000 restricted shares. The authorisation will be valid until 30 April 2017.
Furthermore, the AGM authorised the Board of Directors to decide on share issues (1) by assigning a total of no more than 14,200,000 free shares that are in the Company's possession and a total of no more than 1,460,000 restricted shares that are in the Company's possession and (2) by issuing a maximum of 20,000,000 new free shares. The share issue authorisations will be valid until 23 March 2021 at the latest.
The details of the authorisations are available in the stock exchange release published on 15 February 2016.
The authorisations to repurchase own shares and to issue shares given by the AGM in 2015 expire on 23 March 2016.