HKScan Corporation Stock exchange release 15 March 2019 10:00 (EET)
Notice of the Annual General Meeting
The shareholders of HKScan Corporation are invited to the Annual General Meeting to be held on Thursday, 11 April 2019, beginning at 10 am. (EET), at Logomo (Logi 1-2 hall), at the address Köydenpunojankatu 14, Turku (entrance Logi 1-2 door). Registration of the shareholders who have notified the Company of their intention of attending the meeting, and coffee serving will commence at 9 am. (EET).
A. Matters on the agenda of the Annual General Meeting
The following matters shall be addressed at the meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for the year 2018
- Review by the CEO
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that the company will not pay a dividend for 2018.
9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO
10. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors’ Nomination Committee, representing over two thirds of the voting rights in HKScan Corporation, has prepared a proposal to the Board of Directors. The Board of Directors proposes to the Annual General Meeting that 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 Board of Directors also proposes that the annual remuneration is paid in Company shares and cash so that 20% 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 proposed to deputy member of the Board of Directors.
To Chairmen of the Board committees an annual remuneration of EUR 5,000 is proposed. The Board of Directors proposes a compensation of EUR 550 per a meeting to be paid for all the Board members for each attended Board and Board committee meeting, and 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.
11. Resolution on the number of members of the Board of Directors
The Board of Directors’ Nomination Committee, representing over two thirds of the voting rights in HKScan Corporation, has prepared a proposal to the Board of Directors. The Board of Directors proposes to the Annual General Meeting that the number of ordinary members of the Board of Directors be six (6). The number of deputy members of the Board of Directors is proposed to be two (2).
12. Election of members of the Board of Directors
The Board of Directors’ Nomination Committee, representing over two thirds of the voting rights in HKScan Corporation, has prepared a proposal to the Board of Directors. The Board of Directors proposes to the Annual General Meeting that the current Board members Reijo Kiskola, Jari Mäkilä, Per Olof Nyman, Harri Suutari and Terhi Tuomi be re-elected, according to their consent, until the end of the Annual General Meeting 2020. As new member of the Board of Directors is proposed, according to her consent, until the end of the Annual General Meeting 2020, Anne Leskelä. In addition, it is proposed that as deputy Board members, according to their consent, be re-elected Carl-Peter Thorwid and Ilkka Uusitalo, until the end of the Annual General meeting 2020.
Biographical details of all nominees for Board member are available on HKScan Corporation’s website at www.hkscan.com.
13. Resolution on the remuneration of the auditor
The Board of Directors’ Audit Committee has prepared a proposal to the Board of Directors. The Board of Directors proposes to the Annual General Meeting that the remuneration of the auditor be paid according to the auditor’s invoice accepted by the Company.
14. Election of auditor
The Board of Directors’ Audit Committee has prepared a proposal to the Board of Directors. The Board of Directors proposes to the Annual General Meeting that auditing firm Ernst & Young Oy be elected as auditor of the Company until the end of the Annual General Meeting 2020. Auditing firm Ernst & Young has notified the Company that it will appoint Erkka Talvinko, Authorized Public Accountant, as the lead audit partner.
The Board of Directors also proposes that the general meeting requests 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.
15. Proposal of the Board of Directors on authorizing the Board of Directors to decide on share issue as well as option rights and other special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors 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 shall be 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 shares.
16. Proposal of the Board of Directors on authorizing the Board of Directors 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
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be 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.
17. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals of the Board of Directors relating to the agenda of the Annual General Meeting, this notice as well as the annual report of HKScan Corporation, including the Company’s financial statements, the report of the Board of Directors and the Auditor’s report may be viewed on HKScan Corporation’s website at www.hkscan.com on 21 March 2019 at the latest. The proposals of the Board of Directors and the financial statements will also be available at the Annual General Meeting. Copies of these documents and this notice will be sent to shareholders upon request. The minutes of the Annual General Meeting will be made available on the website at www.hkscan.com no later than on 25 April 2019.
C. Instructions for participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 1 April 2019 in the Company’s shareholders’ register held by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in his/her personal Finnish book-entry account is registered in the Company’s shareholders’ register.
A shareholder who wishes to attend the Annual General Meeting must notify the Company of their intention of doing so by 8 April 2019 at 4 pm. (EET). Notification may be made:
a) through the Company’s website www.hkscan.com;
b) by telephone: +358 (0)10 570 6100 (from Monday to Friday 9 am.-4 pm. EET); or
c) by regular mail to: HKScan Corporation, Annual General Meeting, P.O. Box 50, FI-20521 Turku, Finland.
The notification shall give the name, personal identification number or business ID, address and telephone number of the shareholder and the name of any possible assistant. Personal information given to HKScan Corporation will be used solely in the context of the Annual General Meeting and the processing of related registrations.
Pursuant to Chapter 5, section 25 of the Finnish Companies Act, shareholders present at the Annual General Meeting have the right to request information about the business transacted at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated letter of proxy or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. If the shareholder participates in the Annual General Meeting by several proxy representatives who represent the shareholder with shares on separate securities accounts, the shares with which each representative represents the shareholder shall be notified in connection with the registration.
Original letters of proxy should be sent to HKScan Corporation, Annual General Meeting, P.O. Box 50, FI-20521 Turku, Finland before the close of the registration deadline.
3. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by such shares, based on which he/she on the record date of the Annual General Meeting, 1 April 2019, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder based on such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 8 April 2019, by 10 am. (EET). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
Holders of nominee registered shares are advised to request from their asset manager without delay the necessary instructions concerning registration in the shareholder register, the issue of letters of proxy and registration for the Annual General Meeting. The asset manager’s account operator must notify for registration in the Company’s temporary shareholder register any holder of nominee registered shares who wishes to attend the Annual General Meeting. Such notification for registration must be made by the above-mentioned date and time.
4. Other information
On the date of this notice of the Annual General Meeting, 15 March 2019, the total number of shares in HKScan Corporation is 49,626,522 A shares and 5,400,000 K shares and the total number of votes is 49,626,522 for A shares and 108,000,000 for K shares.
Turku, 15 March 2019
HKScan Corporation
Board of Directors
HKScan Media Service Desk tel. +358 (0)10 570 5700 or email communications@hkscan.com
HKScan is a Nordic meat and meals company. We employ close to 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.
DISTRIBUTION: Nasdaq Helsinki, key media, www.hkscan.com