OLVI PLC PRESS RELEASE 4 APR 2006 at 3:30 pm 1 of 4
RESOLUTIONS OF OLVI PLCS ANNUAL GENERAL MEETING
Olvi plc pays a dividend of 0.85 euro per share for 2005. The
shareholders meeting authorised the Board of Directors to decide on
the acquisition of the companys A shares on the companys own account
and to decide on the transfer of the companys own A shares. The
shareholders meeting approved the proposal to increase the share
capital through a bonus issue. Furthermore, the shareholders meeting
approved the proposal concerning amendments to Articles 3 and 7 in the
Articles of Association, as well as the proposal to annul the stock
options 2002A and 2002B held by Olvi plcs subsidiary Olvin Juomaa Oy.
OLVI PLC PAYS A DIVIDEND OF 0.85 EURO PER SHARE FOR 2005
At their Annual General Meeting held on 4 April 2006, the
shareholders of Olvi plc adopted the closing of the accounts for the
year 2005 and granted discharge from liability to the members of the
Board of Directors and Managing Director as regards the fiscal year
2004.
In accordance with the Boards proposal, the shareholders meeting
decided that a dividend of 0.85 euro be paid on each K and A share
for fiscal 2005.
The dividend to be paid represents 48.5 percent of the companys
earnings per share. The dividend payout totals 4.4 million euro.
The dividend will be paid on 18 April 2006 to all shareholders
recorded in the companys register of shareholders maintained by the
Finnish Central Securities Depository Ltd on the record date 7 April
2006 at the latest. The payment of dividends will expire on 18 April
2011.
BOARD MEMBERS AND AUDITORS
The Annual General Meeting re-elected the current members of the
Board: Mr. Heikki Hortling, Chairman of the Board, M.Sc. (Econ),
Iisalmi, Mr. Esa Lager, CFO, LL.M., M.Sc. (Econ), Kauniainen, Dr.
Hannele Ranta-Lassila, Department Manager, LL.D., M.Sc. (Econ),
Helsinki, Mr. Lauri Ratia, Managing Director, M.Sc. (Eng), Helsinki,
and Mr. Heikki Sinnemaa, LL.M., Member of the Bar, Iisalmi.
The Annual General Meeting appointed Mr. Pekka Loikkanen, Authorised
Public Accountant, Kuopio, as the companys auditor.
PricewaterhouseCoopers Ltd, Authorised Public Accountants, were
appointed as deputy auditors, with Ms. Silja Komulainen, Authorised
Public Accountant, Sotkamo, as the auditor in charge.
ORGANISATION OF THE BOARD OF DIRECTORS
At its organising meeting held on 4 April 2006, the Board elected
Mr. Heikki Hortling as the Chairman of the Board and Mr. Esa Lager
as the Vice Chairman of the Board.
DECISION REGARDING THE ACQUISITION OF OWN SERIES A SHARES
In accordance with the Board of Directors proposal, the Annual
General Meeting decided to revoke all existing unused authorisations
to acquire own shares and authorise the Board of Directors to decide
on the acquisition of the companys own shares using distributable
funds. The authorisation is valid for one year starting from the
Annual General Meeting and covers a maximum of 245,000 A shares. The
Board of Directors may also propose that any shares acquired on the
companys own account be cancelled by reducing the share capital.
The authorisation allows the Board of Directors to acquire the
companys own shares for use as consideration in case of any
upcoming corporate acquisitions, for the funding of investments, for
use within an incentive and commitment scheme for key personnel or
for cancellation. The shares would be purchased in accordance with
the Board of Directors decision in public trading on the Helsinki
Exchanges at the current market price at the time of acquisition.
The purchase price shall be paid to the sellers within the payment
period determined on the basis of the Rules of the Helsinki
Exchanges and the Finnish Central Securities Depository.
Because the maximum number of A shares to be acquired represents
less than 5% of all the shares in the company and approximately 1%
of all the votes, the acquisition would not have any significant
effect on the distribution of shareholdings and voting rights in the
company.
DECISION REGARDING THE TRANSFER OF OWN SERIES A SHARES
In accordance with the Board of Directors proposal, the Annual
General Meeting decided to revoke all existing unused authorisations
for the transfer of own shares and authorise the Board of Directors
to decide on the transfer of any A shares acquired on the companys
own account within one year of the Annual General Meeting. The
authorisation would comprise the transfer of all shares purchased on
the basis of acquisition authorisations granted to the Board of
Directors.
The authorisation grants the Board of Directors with the power to
decide to whom and in what order the shares held by the company
shall be transferred. The Board of Directors could transfer the
companys own shares for use as consideration in case of any
upcoming corporate acquisitions, for the funding of investments or
for use within an incentive and commitment scheme for key personnel.
The Board of Directors is authorised to decide on the transfer price
of the companys own shares and on the bases for determining the
transfer price.
DECISION TO INCREASE THE SHARE CAPITAL BY MEANS OF A BONUS ISSUE
In accordance with the Board of Directors proposal, the Annual
General Meeting decided to increase the companys share capital by
means of a bonus issue in which all shareholders will receive one
(1) new A share per each one (1) existing A share and one (1) new K
share per each one (1) existing K share free of charge. The bonus
issue comprises 5,189,702 new shares with a nominal value of two (2)
euro each. The bonus issue will be executed by transferring
10,379,404 euro from the share premium account to the share capital.
The bonus issue will increase the share capital of Olvi plc from
10,379,404 euro to 20,758,808 euro.
The Board of Directors proposed a bonus issue that would double the
number of shares in the company and cut the market price of a single
share in half. The increased number of shares will enhance share
liquidity in the market and promote the functionality of the stock
market. The bonus issue will not affect the ownership of shares in
the company.
All shareholders registered in the list of shareholders on the
record date 7 April 2006 are entitled to the new shares issued in
the bonus issue. The Board of Directors proposal to increase the
share capital by means of a bonus issue is in Appendix 1.
DECISION TO AMEND ARTICLES 3 AND 7 IN THE ARTICLES OF ASSOCIATION
In accordance with the Board of Directors proposal, the Annual
General Meeting decided to amend Article 3 in the Articles of
Association so that the companys minimum share capital is
15,000,000 euro and the maximum share capital is 60,000,000 euro.
The minimum number of Series K shares is 1,500,000 and the maximum
number is 6,000,000. The maximum number of Series A shares is
24,000,000, and the minimum aggregate number of Series K and Series
A shares is 7,500,000.
Furthermore, in accordance with the Board of Directors proposal,
the Annual General Meeting decided to amend Article 7 in the
Articles of Association so that authorisation to sign for the
company is granted to the Managing Director and the Chairman of the
Board each singly, as well as any two Members of the Board jointly.
The Board of Directors will decide on any rights of procuration. A
right of procuration may only be granted so that two holders of
procuration sign for the company jointly or a holder of procuration
signs for the company jointly with a Member of the Board.
DECISION TO ANNUL STOCK OPTIONS
In accordance with the Board of Directors proposal, the Annual
General Meeting decided to annul the stock options 2002 issued by
the Annual General Meeting on 4 April 2002. The number of stock
options 2002A is 50,000 and the number of stock options 2002B is
50,000. The said stock options 2002 are in the possession of Olvin
Juomaa Oy, a wholly owned subsidiary of Olvi plc.
Lasse Aho
Managing Director
Phone +358 17 838 5200 or +358 400 203 600
Further information:
Heikki Hortling
Chairman of the Board
Phone +358 17 838 5500 or +358 500 273 058
DISTRIBUTION:
Hex Plc
Key media
http://www.olvi.fi
Appendix 1 Board of Directors proposals to the Annual
General Meeting
APPENDIX 1
BOARD OF DIRECTORS PROPOSALS TO THE ANNUAL GENERAL MEETING 4 APRIL
2006
1. The Board of Directors proposes that the Annual General Meeting
of Olvi plc to be held on 4 April 2006 would revoke all existing
unused authorisations to acquire the companys own shares and
authorise the Board of Directors to decide on the acquisition of the
companys A shares on the following terms and conditions:
The Board of Directors shall be authorised to decide on the
acquisition of the companys own shares using distributable funds.
The authorisation shall be valid for one year starting from the
Annual General Meeting and cover a maximum of 245,000 A shares. The
Board of Directors may also propose that any shares acquired on the
companys own account be cancelled by reducing the share capital.
The authorisation allows the Board of Directors to acquire the
companys own shares for use as consideration in case of any
upcoming corporate acquisitions, for the funding of investments, for
use within an incentive and commitment scheme for key personnel or
for cancellation. The shares would be purchased in accordance with
the Board of Directors decision in public trading on the Helsinki
Exchanges at the current market price at the time of acquisition.
The purchase price shall be paid to the sellers within the payment
period determined on the basis of the Rules of the Helsinki
Exchanges and the Finnish Central Securities Depository.
Because the maximum number of A shares to be acquired represents
less than 5% of all the shares in the company and approximately 1%
of all the votes, the acquisition would not have any significant
effect on the distribution of shareholdings and voting rights in the
company.
2. The Board of Directors proposes that the Annual General Meeting
of Olvi plc to be held on 4 April 2006 would revoke all existing
unused authorisations to transfer the companys own shares and
authorise the Board of Directors to decide on the transfer of the
companys A shares on the following terms and conditions:
The Board of Directors shall be authorised to decide on the transfer
of any A shares acquired on the companys own account within one
year of the Annual General Meeting. The authorisation would comprise
the transfer of all shares purchased on the basis of acquisition
authorisations granted to the Board of Directors.
The authorisation grants the Board of Directors with the power to
decide to whom and in what order the shares held by the company
shall be transferred. The Board of Directors could transfer the
companys own shares for use as consideration in case of any
upcoming corporate acquisitions, for the funding of investments or
for use within an incentive and commitment scheme for key personnel.
The Board of Directors is authorised to decide on the transfer price
of the companys own shares and on the bases for determining the
transfer price.
3. Board of Directors proposal to increase the share capital by
means of a bonus issue
The Annual General Meeting proposes to the Annual General Meeting
that the companys share capital shall be increased by means of a
bonus issue in which all shareholders will receive one (1) new A
share per each one (1) existing A share and one (1) new K share per
each one (1) existing K share free of charge.
The bonus issue comprises 5,189,702 new shares with a nominal value
of two (2) euro each. The bonus issue will be executed by
transferring 10,379,404 euro from the share premium account to the
share capital. The bonus issue will increase the share capital of
the company from 10,379,404 euro to 20,758,808 euro.
The Board of Directors proposes a bonus issue that would double the
number of shares in the company and cut the market price of a single
share in half. The increased number of shares will enhance share
liquidity in the market and promote the functionality of the stock
market. The bonus issue will not affect the ownership of shares in
the company.
All shareholders registered in the list of shareholders on the
record date 7 April 2006 are entitled to the new shares issued in
the bonus issue.
The new shares entitle to full dividend for the financial period
that started on 1 January 2006, and to all other rights associated
with the share once the increase in share capital has been entered
in the Trade Register.
4. Board of Directors proposal to amend articles 3 and 7 in the
Articles of Association
The Board of Directors proposes that Article 3 in the Articles of
Association shall be amended so that the companys minimum share
capital is 15,000,000 euro and the maximum share capital is
60,000,000 euro. The minimum number of Series K shares is 1,500,000
and the maximum number is 6,000,000. The maximum number of Series A
shares is 24,000,000, and the minimum aggregate number of Series K
and Series A shares is 7,500,000.
The Board of Directors proposes that Article 7 in the Articles of
Association shall be amended so that authorisation to sign for the
company is granted to the Managing Director and the Chairman of the
Board each singly, as well as any two Members of the Board jointly.
The Board of Directors will decide on any rights of procuration. A
right of procuration may only be granted so that two holders of
procuration sign for the company jointly or a holder of procuration
signs for the company jointly with a Member of the Board.
5. Board of Directors proposal to annul stock options
The Board of Directors proposes that the stock options granted by
the Annual General Meeting on 4 April 2002 shall be annulled. The
number of stock options 2002A is 50,000 and the number of stock
options 2002B is 50,000. The said stock options 2002 are in the
possession of Olvin Juomaa Oy, a wholly owned subsidiary of Olvi
plc.
Signed in Iisalmi, this 23th day of February 2006
Olvi plc
Board of Directors
Company Address: Olvi plc, Olvitie I-IV, 74100 IISALMI, FINLAND
Website URL: http://www.olvi.fi