OLVI PLC PRESS RELEASE 9 APRIL 2003 at 1.00 pm 1 of 2
RESOLUTIONS OF OLVI PLCS ANNUAL GENERAL MEETING
Olvi plc pays a dividend of 1.25 euro per share for 2002. The
shareholders meeting authorised the Board of Directors to decide
on the transfer of the companys own shares and decided to
increase the share capital by means of a bonus issue to celebrate
the 125th anniversary.
OLVI PLC PAYS A DIVIDEND OF 1.25 EURO PER SHARE FOR 2002
At their Annual General Meeting held on 9 April 2003, the
shareholders of Olvi plc adopted the closing of the accounts for
the year 2002 and granted discharge from liability to the members
of the Board of Directors and Managing Director as regards the
fiscal year 2002.
In accordance with the Boards proposal, the shareholders meeting
decided that a dividend of 1.25 euro be paid on each K and A share
for fiscal 2002. The dividend includes Olvi plcs 125th
anniversary dividend of 0.35 euro per share.
The dividend to be paid represents 76.2 per cent of the companys
earnings per share. The dividend payout totals 3.0 million euro.
The dividend will be paid on 28 April 2003 to all shareholders
recorded in the companys register of shareholders maintained by
the Finnish Central Securities Depository Ltd on the record date
14 April 2003 at the latest.
BOARD MEMBERS AND AUDITORS
The Annual General Meeting re-elected the current members of the
Board: Dr. Kari Asp, Managing Director, Helsinki, 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.
At its organising meeting held on 9 April 2003, the Board re-
elected Mr. Heikki Hortling as the Chairman of the Board and Dr.
Hannele Ranta-Lassila as the Vice Chairman 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.
2 of 2
DECISION TO AUTHORISE THE BOARD TO DECIDE ON THE TRANSFER OF THE
COMPANYS 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 a maximum of 110,000 A shares that may
be acquired on the companys own account. The authorisation is
valid for one year, or up to 9 April 2004. The conditions under
which the shareholders meeting authorised the Board to transfer
the companys own shares are in Appendix 1.
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 2,417,052 new shares with a nominal value of
two (2) euro each. The bonus issue will be executed by
transferring 4,834,104 euro from the share premium account to the
share capital. The bonus issue will increase the share capital of
Olvi plc from 4,834,104 euro to 9,668,208 euro.
In connection with the 125th anniversary of Olvi plc, the Board of
Directors proposed a bonus issue to double the number of shares in
the company, which will 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 14 April 2003 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 2.
OLVI PLC
Markku Rönkkö
Managing Director
Phone +358 50 65 851
DISTRIBUTION:
Hex Plc
Key media
http://www.olvi.fi
Appendices 1 and 2
Appendix 1
BOARD OF DIRECTORS PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS
TO DECIDE ON THE TRANSFER OF ANY SHARES THAT MAY BE ACQUIRED ON
THE COMPANYS OWN ACCOUNT
The Board of Directors proposes to the Annual General Meeting that
the Annual General Meeting shall continue the authorisation
granted to the Board of Directors by the Annual General Meeting on
4 April 2002 that entitles the Board of Directors to decide on the
transfer of any A shares that may be acquired on the companys own
account, on the following terms and conditions:
1.The authorisation shall apply to a maximum of 110,000 of
the companys own shares acquired by the company.
2.The Board of Directors shall be authorised to decide to
whom and in what order the shares held by the company shall be
transferred. The Board of Directors shall be able to decide on the
transfer of the companys own shares in disapplication of the
shareholders pre-emptive right to acquire the companys shares.
3.The shares shall be used as consideration in a case where
the company acquires assets related to the companys business, or
as consideration in any corporate acquisitions in the manner and
to the extent to be decided by the Board of Directors.
4.The shares shall be transferred at the current value
effective at the time of transfer as determined in public trading
organised by the Helsinki Exchanges.
5.This authorisation shall be effective for one year from
the decision of the shareholders meeting - that is, until 9 April
2004.
Signed in Iisalmi, this 12th day of March 2003
OLVI PLC
Board of Directors
Appendix 2
BOARD OF DIRECTORS PROPOSAL TO THE ANNUAL GENERAL MEETING TO
INCREASE THE SHARE CAPITAL BY MEANS OF A BONUS ISSUE
The Board of Directors proposes to the Annual General Meeting that
the companys share capital shall be increased from the current
4,834,104 euro to 9,668,208 euro by means of a bonus issue
amounting to 4,834,104 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 the company.
The Board of Directors proposes a bonus issue on the following
terms and conditions:
The bonus issue comprises 466,532 new K shares and 1,950,520 new A
shares with a nominal value of two (2) euro each. The bonus issue
will be executed by transferring 4,834,104 euro from the share
premium account to the share capital.
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 record date of the bonus issue is 14 April 2003. All
shareholders registered in the companys list of shareholders on
the record date are entitled to the new shares issued in the bonus
issue. The bonus issue will be executed in the book-entry system
of securities and does not require any action by the shareholders.
The new shares entitle to full dividend for the financial period
that started on 1 January 2003, and to all other rights associated
with the share once the increase in share capital has been entered
in the Trade Register.
Any other matters related to the bonus issue and any actions
required by these are at the discretion of the companys Board of
Directors.
The subscription ratio of the companys share warrants will be
adjusted so that the proportion of share capital represented by
shares to be subscribed using the warrants remains unchanged.
Signed in Iisalmi, this 12th day of March 2003
OLVI PLC
Board of Directors
Company Address: Olvi plc, Olvitie I-IV, 74100 IISALMI, FINLAND
Website URL: http://www.olvi.fi