The Annual General Meeting of shareholders

General meeting

Highest decision-making power in Olvi plc is exercised by the General Meeting of Shareholders. According to the Limited Liability Companies Act and the Articles of Association, the duties of the General Meeting include:

• to decide on amendments to the Articles of Association and share capital as well as on convertible debt securities and option loans or options,
• to confirm the income statement and balance sheet,
• to decide on profit distribution,
• to decide upon the granting of discharge from liability to the Board members and the Managing Director,
• to decide on the number of Board members and auditors,
• to elect the Board members and the auditors,
• to decide on the fees and the grounds of compensation of travel costs of the Board members and the auditors.
• The Annual General Meeting shall be held annually on the date determined by the Board before the end of June. The General Meeting can be held in Iisalmi, Helsinki, Espoo or Vantaa, as decided by the Board. The Managing Director, as many Members of the Board as possible, as well as the auditor shall attend the General Meeting.When a new member is to be elected to the Board of Directors, the candidate shall attend the General Meeting deciding on the election. In accordance with the Corporate Governance guidelines, the entire Board of Directors shall endeavour to attend Olvi plc’s General Meetings.
  
  Notice to convene the Annual General Meeting 

  The notice to convene a General Meeting shall be published as a stock exchange release and, should the Board of Directors so decide, published in one widely circulated newspaper of the Board of Directors’ choice and posted on the company’s Web site no earlier than three (3) months and no later than three (3) weeks before the General Meeting, in any case no later than nine (9) days before the record date for the General Meeting referred to in Chapter 4, Section 2(2) of the Limited Liability Companies Act.

  In order to attend the General Meeting, shareholders must register themselves with the company no later than on the date specified in the notice to convene the meeting, which may be no earlier than ten (10) days before the meeting.

  Furthermore, the provisions of the Limited Liability Companies Act pertaining to the right to attend a General Meeting of a company belonging to the book-entry system shall be observed.

  The Board decides upon the method of delivery of other notifications to the shareholders individually in each case.

  The notice of General Meeting shall include:

  • a proposal for the agenda,
  • the essential contents of the Board of Directors’ proposals for resolution,
  • the member candidates who have been notified to the Board,
  • if the matter at hand involves other documents, a notice of the time and place where they are available for inspection and a mention of the fact that a shareholder has a right to obtain copies of these documents on request.

  Before the General Meeting, Olvi plc will publish the following in the Investors/AGM section of its Web site:

  • documents to be presented to the meeting,
  • proposals for resolution for the meeting,
  • the date by which a shareholder shall notify the company’s Board of Directors of a demand to have a matter dealt with by the Annual General Meeting, and
  • a postal and/or email address to which demands to have a matter included on the agenda of the AGM shall be submitted,
  • biographical details of the candidates for the Board,
  • After the meeting, Olvi plc shall publish on its Web site:
  • the minutes of the General Meeting including the voting results, as well as those attachments to the minutes that constitute part of a decision made at the meeting.
  • The documents will be kept available for viewing for a minimum of five (5) years after the General Meeting.