OLVI PLC PRESS RELEASE 14 APR 2004 at 3:00 pm 1 of 3
RESOLUTIONS OF OLVI PLCS ANNUAL GENERAL MEETING
Olvi plc pays a dividend of 0.70 euro per share for 2003. The
shareholders' meeting authorised the Board of Directors to decide on
the transfer of the company's own A shares and to decide on the
acquisition of shares on the companys own account.
OLVI PLC PAYS A DIVIDEND OF 0.70 EURO PER SHARE FOR 2003
At their Annual General Meeting held on 14 April 2004, the
shareholders of Olvi plc adopted the closing of the accounts for the
year 2003 and granted discharge from liability to the members of the
Board of Directors and Managing Director as regards the fiscal year
2003.
In accordance with the Boards proposal, the shareholders meeting
decided that a dividend of 0.70 euro be paid on each K and A share
for fiscal 2003.
The dividend to be paid represents 70.0 per cent of the companys
earnings per share. The dividend payout totals almost 3.5 million
euro.
The dividend will be paid on 26 April 2004 to all shareholders
recorded in the companys register of shareholders maintained by the
Finnish Central Securities Depository Ltd on the record date 19
April 2004 at the latest.
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, Director, LL.M., M.Sc. (Econ), Helsinki, Dr.
Hannele Ranta-Lassila, Department Manager, LL.D., M.Sc. (Econ),
Helsinki and Mr. Lauri Ratia, Managing Director, M.Sc. (Eng),
Helsinki, and appointed Mr. Heikki Sinnemaa, LL.M., Member of the
Bar, Iisalmi, as a new member of the Board.
The Annual General Meeting appointed Mr. Pekka Loikkanen, Authorised
Public Accountant, Kuopio, as the companys auditor.
PricewaterhouseCoopers Ltd, Authorised Public Accountants, Helsinki,
were appointed as deputy auditors, with Mr. Pekka Nikula, Authorised
Public Accountant, as the responsible auditor.
ORGANISATION OF THE BOARD OF DIRECTORS
At its organising meeting held on 14 April 2004, the Board elected
Mr. Heikki Hortling as the Chairman of the Board and Mr. Esa Lager
as the Vice Chairman of the Board.
As Mr. Markku Rönkkö is going to leave the position of Managing
Director at Olvi plc as of 30 April 2004, the Board of Directors
appointed Mr. Heikki Hortling as Acting Managing Director from 1 May
2004 until a new Managing Director assumes the position. While Mr.
Hortling is acting as the Managing Director, the Vice Chairman of
the Board, Mr. Esa Lager, will act as the Chairman of the Board.
DECISION REGARDING THE ACQUISITION OF OWN SHARES
In accordance with the Board of Directors proposal, the Annual
General Meeting decided to 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 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 1.1%
of all the votes, the acquisition would not have any significant
effect on the distribution of shareholdings and voting rights in the
company.
The decision made by the Annual General Meeting on 13 April 2000 to
acquire a maximum of 110,000 A shares in the company has not been
exercised, and the Board of Directors proposes that the decision be
cancelled.
DECISION REGARDING THE TRANSFER OF OWN SHARES
In accordance with the Board of Directors proposal, the Annual
General Meeting decided to 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 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 or for the funding of investments.
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.
The Board of Directors proposes that the authorisation granted to
the Board of Directors by the Annual General Meeting on 9 April 2003
to transfer the companys own A shares be cancelled.
OLVI PLC
Markku Rönkkö
Managing Director
Phone +358 50 65 851
Heikki Hortling
Chairman of the Board
Phone +358 500 273 058
DISTRIBUTION:
Hex Plc
Key media
http://www.olvi.fi
OLVI PLC APPENDIX 1
BOARD OF DIRECTORS PROPOSALS TO THE ANNUAL GENERAL MEETING OF OLVI
PLC 14 APRIL 2004
1) Board of Directors proposal for authorising the Board of
Directors to decide on the acquisition of own shares
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 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 1.1%
of all the votes, the acquisition would not have any significant
effect on the distribution of shareholdings and voting rights in the
company.
The decision made by the Annual General Meeting on 13 April 2000 to
acquire a maximum of 110,000 A shares in the company has not been
exercised, and the Board of Directors proposes that the decision be
cancelled.
Signed in Iisalmi, this 17th day of March 2004
OLVI PLC
Board of Directors
OLVI PLC APPENDIX 2
BOARD OF DIRECTORS PROPOSAL TO THE ANNUAL GENERAL MEETING OF OLVI
PLC 14 APRIL 2004
2) Board of Directors proposal for authorising the Board of
Directors to decide on the transfer of own A shares
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 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 or for the funding of investments.
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.
The Board of Directors proposes that the authorisation granted to
the Board of Directors by the Annual General Meeting on 9 April 2003
to transfer the companys own A shares be cancelled.
Signed in Iisalmi, this 17th day of March 2004
OLVI PLC
Board of Directors
Company Address: Olvi plc, Olvitie I-IV, 74100 IISALMI, FINLAND
Website URL: http://www.olvi.fi