HKScan Corporation Stock Exchange Release 10 June 2020 15.45 EEST
Resolutions passed by the Annual General Meeting of HKScan Corporation
HKScan Corporation’s Annual General Meeting, held on 10 June 2020 in Turku under special arrangements due to the COVID-19 pandemic, adopted the parent company’s and consolidated financial statements, and discharged the members of the Board of Directors and CEO from liability for the year 2019. A total of 39 shareholders were represented in the AGM, representing 46,670,804 shares and 148,270,804 votes. The AGM supported all proposals made by the Board to the AGM with at least 99.39 per cent of the votes cast. In accordance with the Board’s proposals, the AGM decided the following:
The Annual General Meeting decided that the company will not pay a dividend for 2019.
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, Anne Leskelä, Jari Mäkilä, Per Olof Nyman, Harri Suutari and Terhi Tuomi were re-elected, until the end of the Annual General Meeting 2021. In addition, Carl-Peter Thorwid and Ilkka Uusitalo were both re-elected as deputy Board members until the end of the Annual General meeting 2021. 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 that the amount of the annual remuneration payable to the members of the Board of Directors is increased and they are as follows: to Board member EUR 30,000, to Vice Chairman of the Board EUR 37,500 and to Chairman of the Board EUR 70,000. An annual remuneration of deputy member of the Board of Directors is EUR 15,000. The AGM also resolved that the annual remuneration is paid in Company shares and cash so that 25% 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 2020 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.
To Chairmen of the Board committees an annual remuneration is as follows: to Chairman of the Audit Committee EUR 7,500 and to Chairmen of Compensation, Working and Special Committee EUR 5,000. In addition, a compensation of EUR 600 per a meeting will be paid for all the Board members for each attended Board and Board committee meeting, and a compensation of EUR 300 for a meeting or occasion, which requires participation as member of the Board of Directors. 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 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 those Series A shares that are in the company’s possession. Under the authorization, a maximum of 2,000,000 Series A shares, which corresponds to approximately 2.00 percent of all the shares in the Company and approximately 2.14 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.
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 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 Board of Directors is authorized to resolve on all other terms for the share issue and granting of the special rights entitling to shares. Due to the purpose of use of the authorization 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 shall be effective until 30 June 2021.
2. Board of Directors was authorized to decide on the acquisition of the Company’s own Series A shares and/or on the acceptance as pledge of the Company’s own Series A shares as follows:
The aggregate number of own Series A shares to be acquired and/or accepted as pledge shall not exceed 4,700,000 Series A shares in total, which corresponds to approximately 4.70 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 2021.
The authorization revokes that granted on 11 April 2019 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.
Establishing shareholders’ nomination board
The Annual General Meeting decided to establish Shareholders’ Nomination Board, which will in future be responsible for preparing the proposals to the Annual General Meeting for the election and remuneration of the members and deputy members of the Board of Directors. In addition, the Annual General Meeting accepted the proposal for charter of the Shareholders’ Nomination Board.
The minutes of the Annual General Meeting will be available at www.hkscan.com no later than on 24. June 2020.
Board of Directors
For more information please contact: HKScan Media Service Desk +358 10 570 5700 or by email to: firstname.lastname@example.org
HKScan’s target is to grow into a versatile food company. With over 100 years of experience, we make tasty, healthy and responsibly produced food responding to the needs of consumers and customers. For us at HKScan, responsibility includes the development of food production throughout the value chain, from farms to consumers. Our home markets cover Finland, Sweden, Denmark and the Baltics. Our nearly 7,000 HKScan professionals ensure tastier life - today and tomorrow. Our diverse product portfolio includes poultry, pork and beef, as well as meat products and meals. Our strong brands are HK®, Kariniemen®, Via®, Scan®, Pärsons®, Rakvere®, Tallegg® and Rose®. In 2019, net sales of the publicly listed HKScan totalled EUR 1.7 billion.