For Investors

Ruohonjuuri Oy — an Ethical Investment

In accordance with its Articles of Association, Ruohonjuuri Oy seeks to save energy and raw materials, is helping to create a society in balance with nature, and is engaged in manufacturing, import, wholesale and retail, café, restaurant and take-away activities based on the fair and rational use of the earth's natural resources, as well as publishing activities related to the sector.

Ruohonjuuri Oy began operating in 1982. Ruohonjuuri has been a continuously expanding retail chain in Finland since the early 2000s. The company's growth has so far been financed from its own income, with recent share issues being linked to employee engagement. Ruohonjuuri operated in Sweden under the name of Happy Food Store in 2018–2020. There were two brick-and-mortar stores in Stockholm until the summer of 2020. An online store happyfoodstore.se is currently serving our Swedish customers, and an international online store ruohonjuuri.com was launched in October 2021. Ruohonjuuri has good opportunities for international growth, which may require additional capital for the company's operations.

Governance

Ruohonjuuri’s Annual General Meeting is held by the end of June. The AGM discusses matters specified in the Articles of Association. If a shareholder wishes to propose a matter to the Annual General Meeting, the matter must be brought to the attention of the Board of Directors by the end of March.

The Board usually meets 5–7 times a year. It addresses strategic issues and makes decisions on major business matters, such as opening new stores. The Board also approves various documents guiding operations, determines how the subsidiaries' operations are organized, and elects members of the subsidiaries’ Boards.

The members of the Board are elected at the Annual General Meeting. At its inaugural meeting, the Board of Directors elected a Nomination Committee, whose members are Tuulikki Markkula, Aleksi Neuvonen and Laura Räsänen. The Nomination Committee meets separately a few times a year. It identifies the competencies required for the company's operations, which are reflected in the skills provided by current board members and new candidates. In addition, the Nomination Committee assesses the Board's remuneration level and the need to develop remuneration.

The Board of Directors makes a proposal to the Annual General Meeting based on the work of the Nomination Committee. Persons interested in board duties may contact the Chairman of the Board, preferably by the end of the February preceding the Annual General Meeting.

The following were elected to the Board at the 2021 Annual General Meeting:

• Pasi Mäkinen, Chairperson
• Aleksi Neuvonen, Vice Chairperson
• Nicolas Fogelholm
• Nora Malin
• Tuulikki Markkula
• Laura Räsänen
• Reima Rönnholm

Päivi Paltola (paivi.paltola@ruohonjuuri.fi) is the CEO of Ruohonjuuri.

Commitment to Pay Taxes

Ruohonjuuri strives to act fairly towards its customers, suppliers and staff. This includes fairness to society, which Ruohonjuuri Oy ensures through the diligent fulfilment of its tax obligations.

Ruohojuuri declares its income to the authorities of various countries in such a manner that the taxable income or loss is based on the actual business carried out in those countries, and on local legislation. Ruohonjuuri is also registered for VAT in Sweden.  Ruohonjuuri does not engage in aggressive tax planning and refrains from transferring profits to, for example, low-tax countries through arrangements with a flimsy business rationale, for which tax evasion is the primary reason.

Ruohonjuuri does not artificially convert salary payments into investment income to avoid employer contributions or taxes. Ruohonjuuri pays wages in accordance with the valid collective agreements and commits its subcontractors to do the same.

In 2017, Ruohonjuuri was the first company in Finland to receive the Fair Tax Mark awarded by the association, Reilu Vero Ry. It was presented with the award again in 2018.

Dividend Policy

In general, Ruohonjuuri Oy has distributed around a third of its profit as a dividend to shareholders. Around a third of the profit is used for investments while a third is retained to strengthen the company's liquidity.

The amount of dividend paid per share is also determined by the taxation of dividends. In recent years, the dividend has been almost precisely 8% of the share’s mathematical value for the tax year in question.

Trading in Shares

Ruohojuuri’s shares are not listed in any marketplace. However, they can be publicly traded via Privanet. Privanet handles offers to sell and purchase shares, mediating between the parties to the share transaction for a fee.

Shares can be traded or given as a gift on sites other than Privanet. The parties must make a written document (deed of sale, deed of gift) on the transaction, which also identifies the share numbers. If a share certificate has been issued for the transferred shares, the transfer must be entered in the share register.

Ruohonjuuri's share register and shareholder list are maintained by Aalto Capital Oy. Privanet automatically notifies the share register of any transactions made. Other share transfers must be reported separately and the transaction must be accompanied by transaction documents, including a transfer tax return and a receipt showing tax payment.

Changes in the contact information of shareholders must also be reported to Aalto Capital Oy, for example by email info@osakepalvelut.fi.

The Largest Owners of Ruohonjuuri Oy on October 8, 2020 Are as Follows:

Shareholder	Number of shares	Percentage of shares
Ympäristö- ja kuluttajapoliittinen yhdistys ry	41,900 shares	19.40%
Tenhunen, Juhani	21,800 shares	10.09%
Dodo ry	18,900 shares	8.75%
Foculus Oy	7,942 shares	3.68%
Neuvonen, Arto	6,100 shares	2.82%
Jansson, Olli-Pekka	3,615 shares	1.67%
Fogelholm, Nicolas	3,280 shares	1.52%
Järvisalo, Kaj	3,000 shares	1.39%
Soinio, Eero	2,900 shares	1.34%
4 Family Oy	2,674 shares	1.24%
Before Holding Oy	2,557 shares	1.18%
Vehviläinen, Iivo	2,500 shares	1.16%
Helastie, Ilkka	2,500 shares	1.16%
Tuunanen, Taito	2,306 shares	1.07%

 

Ruohonjuuri Oy's Articles of Association are in the form approved in the Trade Register in 2016, when the number of shares was increased and the nominal value of the share was relinquished. The 2020 Annual General Meeting decided to switch to the book-entry system; a change to this effect has not yet been recorded in the trade register.