HKScan Corporation, Stock Exchange Release on 8 April 2021 at 1.15 p.m. Finnish time
Resolutions passed by the Annual General Meeting of HKScan Corporation and organization of the Board of Directors
HKScan Corporation’s Annual General Meeting, held on 8 April 2021 in Turku under special arrangements due to the COVID-19 pandemic, adopted the parent company’s and consolidated financial statements, discharged the members of the Board of Directors and the CEO from liability for the year 2020 and adopted the remuneration report for governing bodies. A total of 171 shareholders were represented in the AGM, representing 47,622,250 shares and 150,222,250 votes. The AGM supported all proposals made to the AGM with at least 99.8 percent of the votes cast. In accordance with the proposals, the AGM decided the following:
The AGM resolved that a dividend of EUR 0.03 be paid for each share for the year 2020. The dividend shall be paid to shareholders who are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date 12 April 2021. The payment date is 19 April 2021.
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 2022. In addition, Carl-Peter Thorwid and Ilkka Uusitalo were both re-elected as deputy Board members until the end of the Annual General meeting 2022. 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 remains unchanged and is as follows: to Chair of the Board of Directors EUR 70,000, to Vice Chair of the Board of Directors EUR 37,500 and to other ordinary members of the Board of Directors EUR 30,000. An annual remuneration of deputy members of the Board of Directors is EUR 15,000. To Chairmen of the Board committees an annual remuneration is as follows: to the Board member functioning as Chair of the Audit Committee EUR 7,500 and to the Board member functioning as Chair of other committees (Compensation, Working and Special Committee) EUR 5,000.
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 half year financial report 1 January - 30 June 2021 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.
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 2022.
The authorization revokes that granted on 10 June 2020 by the Annual General Meeting to the Board of Directors to decide on share issue as well as option rights and other special rights entitling to shares.
2. The 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 2022.
The authorization revokes that granted on 10 June 2020 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.
Amendment of the shareholders’ nomination board charter
The Annual General Meeting accepted the proposed amendments to the charter of the Shareholders’ Nomination Board.
The minutes of the Annual General Meeting will be available at www.hkscan.com no later than on 22 April 2021.
Board of Directors