Apetit Plc: Invitation to the Annual General Meeting

Apetit Plc: Invitation to the Annual General Meeting

Apetit Plc, Stock Exchange Release on 1 March 2018 at 8:30 a.m.

Annual General Meeting on 27 March 2018 at 1 p.m.

The company’s shareholders are hereby invited to the Annual General Meeting, which will be held on Tuesday 27 March 2018 at 1 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 begin at 11 a.m.

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

1. Opening of the meeting

2. Election of chair 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. Declaration of attendance and the voting list

8. Presentation of the financial statements for 2017

9. Presentation of the auditor’s report

10. Presentation of the Supervisory Board’s statement based on the financial statements, Board of Direc-tors’ 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 dividend

The Board of Directors proposes that a dividend of EUR 0.70 per share be paid for 2017 on the basis of the adopted balance sheet. The dividend will be paid to shareholders who are registered in the company’s share-holder register maintained by Euroclear Finland Ltd on the record date of 29 March 2018. The Board of Direc-tors proposes to the Annual General Meeting that the dividend be paid on 10 April 2018.

13. Resolution on discharging the members of the Supervisory Board, the members of the Board of Direc-tors and the CEO from liability

14. Resolution on the number of members of the Supervisory Board and their remuneration

15. Election of the members of the Supervisory Board

16. Election of two members to the Supervisory Board’s Nomination Committee

17. Resolution on the number and remuneration of the auditors

The Board of Directors proposes that the number of the auditors be two (2). In addition, the Board of Directors proposes that the auditors’ fee be paid in accordance with the auditing invoice approved by the company.

18. Appointment of auditors

In accordance with the recommendation of the Corporate Governance Code for listed companies, the Board of Directors proposes to the Annual General Meeting that Pasi Karppinen, APA, and PricewaterhouseCoopers Oy, Authorised 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 2019 Annual General Meeting.

19. Authorisation of the Board of Directors to decide on the issuance of new shares and on the transfer of Apetit Plc shares held by the company (share issue)

The Board of Directors’ proposes that the Board be authorised to decide on share issues by issuing new shares or by transferring Apetit Plc shares held by the company. The authorisation would cover a maximum total of 631,757 shares, of which a maximum of 520,331 can be new shares and 111,426 can be Apetit Plc shares held by the company at the publication of the invitation to the meeting.

The authorisation includes the right to deviate from the shareholders’ pre-emptive subscription right (targeted issue) if the company has an important financial reason for doing so, such as the development of the compa-ny’s capital structure, the financing and implementation of corporate acquisitions or other arrangements, or the implementation of a share-based incentive or reward scheme.

The subscription price for each new share will be at least the share’s nominal value (EUR 2). The minimum transfer price for Apetit Plc shares held by the company will be the market value of the share at the time of transfer, determined by the price quoted in public trading on Nasdaq Helsinki. The Board of Directors will also have the right to issue shares against considerations other than cash. In share-based incentive schemes, shares can also be issued without consideration.

It is proposed that the authorisation be valid until the 2021 Annual General Meeting. The authorisation revokes the earlier authorisation to issue shares given on 25 March 2015 and the authorisation to transfer Apetit Plc shares given on the same date.

20. Closing of the meeting

B. Documents of the General Meeting

The proposals of the Board of Directors and the invitation to the meeting are available on the company’s web-site at apetitgroup.fi/en/agm2018. The company’s financial statements will be available on the company’s web-site as of 6 March 2018 at the latest. Copies of these documents will be sent to shareholders upon request, and will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the company’s website as of 10 April 2018.

C. Instructions for persons attending the Annual General Meeting

Right to attend and registration

Shareholders whose shares have been registered in the register of shareholders kept by Euroclear Finland Ltd no later than 15 March 2018 have the right to attend the Annual General Meeting. Shareholders must be pre-pared to prove their identity.

Shareholders wishing to attend the Annual General Meeting must notify the company of this by 4 p.m. on Thursday 22 March 2018 through the company’s website at apetitgroup.fi/en/agm2018, or in writing to: Apetit Plc, Tuija Österberg, Sörnäistenkatu 1, 00580 Helsinki, by phone (+358 10 402 2110/Tuija Österberg) or by email (tuija.osterberg@apetit.fi). If notice is given by post, the letter must arrive before the end of the notification period. Any proxy documents should be delivered to the above-mentioned address before the end of the noti-fication 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 rep-resentation. A shareholder’s proxy must produce a dated proxy document or must otherwise demonstrate reli-ably their 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 notifica-tion period at 4 p.m. on 22 March 2018.

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 regis-ter, the provision of proxy documents and registration for the Annual General Meeting. The asset manager’s account management organisation must register a holder of nominee registered shares who wants to partici-pate in the meeting for temporary entry in the company’s shareholder register by 10 a.m. on 22 March 2018.

Other instructions and information

On the date of this notice, Apetit Plc’s total number of shares is 6,317,576. The company holds 111,426 treas-ury shares, which provide no voting rights at the Annual General Meeting.

The company’s Annual Report will be published in the week beginning 5 February 2018 in Finnish and English on Apetit Plc’s website.

Säkylä, 28 February 2018

APETIT PLC
Board of Directors

The Board of Directors' proposals for the AGM 2018