HKScan Corporation Stock Exchange Release 11 April 2019 16:00 EEST
Resolutions passed by the Annual General Meeting of HKScan Corporation
The Annual General Meeting of HKScan Corporation, held on 11 April 2019 in Turku, adopted the parent company’s and consolidated financial statements and discharged the members of the Board of Directors and the CEO from liability for the year 2018. Resolutions by the AGM based on proposals of the Board of Directors are as follows:
The Annual General Meeting decided that the company will not pay a dividend for 2018.
Election of the members of the Board of Directors and remuneration
The AGM resolved that the number of actual members of the Board of Directors is six (6) and that two (2) deputy members will be elected to the Board of Directors.
The current Board members Reijo Kiskola, Jari Mäkilä, Per Olof Nyman, Harri Suutari and Terhi Tuomi were re-elected, until the end of the Annual General Meeting 2020. As new member of the Board of Directors, Anne Leskelä was elected until the end of the Annual General Meeting 2020. In addition, Carl-Peter Thorwid and Ilkka Uusitalo were re-elected as deputy Board members until the end of the Annual General meeting 2020. At the organizational meeting after the AGM, the Board re-elected Reijo Kiskola as Chairman and re-elected Jari Mäkilä as Vice Chairman.
The AGM resolved the amount of the annual remuneration payable to the members of the Board of Directors remains unchanged from the year 2018 and is as follows: EUR 27 625 to Board member, EUR 33 875 to Vice Chairman of the Board and EUR 67 750 to Chairman of the Board. The annual remuneration is paid in Company shares and cash so that 20 per cent of the remuneration will be paid in the Company shares to be acquired on the market on the Board members' behalf, and the rest will be paid in cash.
The shares will be acquired within two weeks after the publication of HKScan Corporation’s interim report 1 January - 30 June 2019 provided that the acquisition of shares can be made according to applicable regulations. In case the acquisition of the shares cannot be made within the said period, the acquisition shall be made without unnecessary delay after the acquisition restriction has ended. If payment in shares cannot be carried out due to reasons related to either the Company or a Board member, annual remuneration shall be paid entirely in cash. The Company will pay any costs related to the transfer of the Company shares. An annual remuneration of EUR 13 810 is paid to deputy member of the Board of Directors.
To Chairmen of the Board committees an annual remuneration of EUR 5 000 is paid. In addition, a compensation of EUR 550 per a meeting is paid for all the Board members for each attended Board and Board committee meeting. In addition, a compensation of EUR 300 for a meeting, which requires Board member’s participation beyond Board and Board committee meetings. Travel expenses of the members of the Board of Directors will be compensated according to the Company’s travel policy.
The auditing firm Ernst & Young Oy was elected as auditor of the Company until the end of the next Annual General Meeting. Auditing firm Ernst & Young has notified that it will appoint Erkka Talvinko, Authorized Public Accountant, as the lead audit partner.
The AGM also resolved to request the auditor to give a statement in the auditor’s report on the adoption of the financial statements, the granting of discharge from liability and the Board of Directors’ proposal for distribution of funds.
Authorizations to the Board of Directors
The AGM gave the following two authorizations to the Board:
(1) The Board of Directors was authorized to decide on share issue as well as issue of option rights and other special rights entitling to shares, pursuant to Chapter 10 of the Companies Act as follows:
The shares issued under the authorization are new or those in the company’s possession Series A shares of the Company. Under the authorization, a maximum of 2,500,000 Series A shares, which corresponds to approximately 4.50 percent of all the shares in the Company and approximately 5.00 percent of all the Series A shares in the Company, can be issued. The shares, option rights or other special rights entitling to shares can be issued in one or more tranches.
Under the authorization, the Board of Directors may resolve upon issuing new Series A shares to the Company itself without consideration. However, the Company, together with its subsidiaries, cannot at any time own more than 10 percent of all its registered shares.
The Board of Directors is authorized to resolve on all terms for the share issue and granting of the special rights entitling to shares. The Board of Directors is authorized to resolve on a directed share issue and issue of the special rights entitling to shares in deviation from the shareholders’ pre-emptive right. A directed share issue always requires a weighty economic reason for the Company and the authorization may not be utilized inconsistently with the principle of equal treatment of shareholders.
The authorization to issue new shares, option rights as well as other special rights entitling to shares is proposed to enable the Board of Directors to decide flexibly on capital markets transactions that are beneficial for the Company, such as securing the financing needs of the Company or implementing acquisitions. In addition, the authorization may be used to implement share-based incentive arrangements and payment of the share-based remuneration directed to the management of the company and the group companies.
The authorization is effective until 30 June 2020. The authorization revokes authorization granted on 12 April 2018 by the Annual General Meeting to the Board of Directors to resolve on an issue of shares, option rights as well as other special rights entitling to share.
(2) The Board of Directors was authorized to decide on the purchase of the Company's own Series A shares and/or on the acceptance of the Company's own Series A shares as pledge as follows:
The aggregate number of own Series A shares to be acquired and/or accepted as pledge shall not exceed 2,500,000 Series A shares in total, which corresponds to approximately 4.50 percent of all the shares in the Company and approximately 5.00 percent of all the Series A shares in the Company. However, the Company, together with its subsidiaries, cannot at any moment own and/or hold as pledge more than 10 percent of all the shares in the Company.
The Company’s own Series A shares may be purchased based on the authorization only by using non-restricted equity, which consequently reduces the amount of the funds available for distribution of profits. The Company’s own Series A shares may be purchased for a price quoted in public trading on the purchase day or for a price otherwise determined by the market.
The shares may be purchased under the proposed authorization to develop the capital structure of the Company. In addition, the shares may be repurchased under the proposed authorization to finance or carry out acquisitions or other arrangements, as a part of incentive schemes and payment of share-based remuneration or to be transferred for other purposes, or to be cancelled.
The Board of Directors shall resolve upon the method of purchase. Among other means, derivatives may be utilized in purchasing the shares. The shares may be purchased in a proportion other than that of the shares held by the shareholders (directed purchase). A directed purchase of the Company’s own shares always requires a weighty economic reason for the Company and the authorization may not be utilized inconsistently with the principle of equal treatment of shareholders.
The authorization is effective until 30 June 2020.
The authorization revokes that granted on 12 April 2018 by the Annual General Meeting to the Board of Directors to acquire and/or to accept as pledge the company’s own Series A shares.
The minutes of the Annual General Meeting will be available at www.hkscan.com no later than on 25. April 2019.
Board of Directors
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HKScan is a Nordic meat and meals company. We employ nearly 7 200 professionals in striving to serve the world´s most demanding consumers, maintaining quality throughout the full chain of operations, From Farm to Fork. HKScan produces, markets and sells high-quality, sustainably produced pork, beef, poultry and lamb products, as well as charcuterie and meals, with strong consumer brands, including HK®, Scan®, Rakvere®, Kariniemen®, Rose®, Pärsons® and Tallegg®. Our customers are the retail, food service,industrial and export sectors, and our home market comprises of Finland, Sweden, Denmark and the Baltics. We export to close to 50 countries. In 2018, HKScan had net sales of EUR 1.7 billion.