Amendment to the invitation to HKScan's Annual General Meeting published on 22 March 2011
HKScan Oyj Stock Exchange Bulletin March 30, 2011 9.45
Amendment to the invitation to HKScan’s Annual General Meeting published on 22 March 2011
HKScan Corporation’s Board of Directors has decided to amend the invitation published in the stock exchange bulletin of 22 March 2011 in respect of items 11 and 12 following the request of current Board member Pasi Laine to be released from his candidacy for membership of HKScan’s Board of Directors to be elected on 27 April 2011.
In accordance with the recommendation given by the Board of Directors’ Nomination Committee, representing over two thirds of the voting rights in HKScan Corporation, the Board of Directors proposes to the Annual General Meeting that the number of members of the company's Board of Directors be five, instead of the six previously notified, and that of the current members Juha Kylämäki, Niels Borup, Matti Karppinen, Tero Hemmilä and Otto Ramel continue on the Board.
The amended invitation to the Annual General Meeting, which in other respects the same as the invitation published on 22 March 2011, has been appended in full to this bulletin.
HKScan Corporation
Board of Directors
Further information is available from:
CEO Matti Perkonoja, HKScan Corporation. Please leave any messages for him to call with communications manager Marja Siltala on +358 (0)10 570 2290.
HKScan is one of the leading food companies in northern Europe with home markets in Finland, Sweden, Denmark, the Baltic countries and Poland. HKScan manufactures, sells and markets pork and beef, poultry products, processed meats and convenience foods under several well-known local brand names. Its customers are retail, the HoReCa sector, industry and export customers. HKScan is active in nine countries and has some 11,000 employees. It had net sales of EUR 2.1 billion in 2010.
DISTRIBUTION:
NASDAQ OMX Helsinki
Main media
www.hkscan.com
NOTICE OF THE ANNUAL GENERAL MEETING
The shareholders of HKScan Corporation are invited to the Annual General Meeting to be held on Wednesday, 27 April 2011, beginning at 11am, at Helsinki Exhibition & Convention Centre, Ballroom, at the address Messuaukio 1 (Southern Entrance) in Helsinki. Registration of the shareholders who have notified the Company of their intention of attending the meeting will commence at 10am.
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 scrutinise 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 2010
- 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 a dividend of EUR 0.22 be paid for each share. The dividend shall be paid to shareholders registered on the record date as a shareholder in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The Board of Directors proposes that the record date for the dividend payment be 2 May 2011 and the payment date be 10 May 2011.
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
In accordance with the recommendation given by the Board of Directors’ Nomination Committee, representing over two thirds of the voting rights in HKScan Corporation, the Board of Directors proposes to the Annual General Meeting that the annual remuneration payable to the members of the Board of Directors to be elected for the next term of office remains unchanged from 2010 and is as follows: EUR 21,000 to Board member, EUR 25,800 to Vice Chairman of the Board and EUR 51,600 to Chairman of the Board. In addition, a compensation of EUR 500 per meeting is proposed for attendance at Board and Board committee meetings. Travel expenses will be compensated according to company travel policy.
11. Resolution on the number of members of the Board of Directors
In accordance with the recommendation given by the Board of Directors’ Nomination Committee, representing over two thirds of the voting rights in HKScan Corporation, the Board of Directors proposes to the Annual General Meeting that the number of members of the Board of Directors be five (5).
12. Election of members of the Board of Directors
In accordance with the recommendation given by the Board of Directors’ Nomination Committee, representing over two thirds of the voting rights in HKScan Corporation, the Board of Directors proposes to the Annual General Meeting that the current Board members Juha Kylämäki, Niels Borup, Tero Hemmilä, Matti Karppinen and Otto Ramel be re-elected for a further term of office.
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
In accordance with the recommendation given by the Board of Directors’ Audit Committee, 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
In accordance with the recommendation given by the Board of Directors’ Audit Committee, the Board of Directors proposes to the Annual General Meeting that PricewaterhouseCoopers Oy, an audit firm chartered by the Central Chamber of Commerce, with APA Johan Kronberg as responsible auditor, and APA Petri Palmroth be elected as the Company’s auditors until the close of the next Annual General Meeting, and that APA Mika Kaarisalo and APA Jari Viljanen be elected as deputy auditors.
15. Authorising the Board of Directors to resolve on the purchase of the Company’s own Series A shares and/or on the acceptance of own Series A shares as pledge
The Board of Directors proposes to the Annual General Meeting to authorise the Board of Directors to resolve on purchasing the Company’s own Series A shares and/or on accepting the Company’s own Series A shares as pledge as follows:
The aggregate number of Series A shares to be purchased and/or accepted as pledge shall not exceed 2,500,000, which corresponds to approximately 4.5% of all the shares in the Company and approximately 5.0% of all the Series A shares in the Company.
The Company’s own shares may be purchased on the basis of the authorisation only by using non-restricted equity which consequently reduces the amount of the funds available for distribution of profits. The Company’s own 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 authorisation in order to develop the capital structure of the Company. In addition, the shares may be repurchased under the proposed authorisation in order to finance or carry out acquisitions or other arrangements, 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 authorisation may not be utilized inconsistently with the principle of equal treatment of shareholders. The authorisation is effective until 30 June 2012.
The authorisation revokes that granted on 23 April 2010 by the Annual General Meeting to the Board of Directors to acquire the company’s own A Shares.
16. Authorising the Board of Directors to resolve on an issue of shares, options as well as other instruments entitling to shares
The Board of Directors proposes to the Annual General Meeting to authorise the Board of Directors to resolve on an issue of shares, options, as well as other instruments entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Companies Act, as follows:
This authorisation concerns the issuance of Series A shares. The Board of Directors shall be authorised to decide on the number of shares to be issued. The authorisation shall, however, be limited to a maximum of 2,500,000 Series A shares. The maximum amount of the shares covered by the authorisation corresponds to approximately 4.5% of all the registered shares of the Company and approximately 5.0% of all the Series A shares in the Company.
The Board of Directors shall be authorised to resolve upon all the terms and conditions of the issue of shares and other instruments entitling to shares. The authorisation to issue shares shall cover the issuing of new shares as well as the transfer of the Company’s own shares. The issue of shares and other instruments entitling to shares may be implemented as a directed issue. The authorisation shall be effective until 30 June 2012.
The authorisation revokes authorisation granted on 23 April 2010 by the Annual General Meeting to the Board of Directors to resolve on an issue of shares, options as well as other instruments entitling to shares.
The authorisation to issue new shares, options as well as other instruments entitling to shares is proposed in order 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. A directed share issue always requires a weighty economic reason for the Company and the authorisation may not be utilized inconsistently with the principle of equal treatment of shareholders.
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 as well as this notice may be viewed on HKScan Corporation’s website at www.hkscan.com on 1 April 2011. The annual report of HKScan Corporation, including the Company’s financial statements, the report of the Board of Directors and the Auditor’s report will be made available on the above website on 6 April 2011 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 above website no later than on 11 May 2011.
C. Instructions for participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 13 April 2011 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 20 April 2011 at 4pm. Notification may be made:
a) through the Company’s website www.hkscan.com;
b) by telephone: +358 (0)10 570 6218 (from Monday to Friday 9am–4pm);
c) by fax: +358 (0)2 250 1667; or
d) by regular mail to: HKScan Corporation, Annual General Meeting, PO Box 50, FI-20521 Turku, Finland
The notification shall give the name, personal identification number, 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, PO Box 50, FI-20521 Turku, Finland before the close of the registration deadline.
3. Holders of nominee registered shares
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 10am on 20 April 2011.
4. Other information
On the date of this notice of the Annual General Meeting 22 March 2011, 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 22 March 2011 (The invitation has been amended in respect of items 11 and 12 on 30 March 2011)
HKScan Corporation
Board of Directors
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