Resolutions passed by the Annual General Meeting of HKScan Corporation
HKScan Oyj Stock Exchange Bulletin April 27, 2011 15.10
Resolutions passed by the Annual General Meeting of HKScan Corporation
The Annual General Meeting of HKScan Corporation has on this date 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 2010.
The Annual General Meeting resolved on the payment of EUR 0.22 per share in dividend for 2010 in accordance with the proposal of the Board of Directors. The dividend will be paid to those shareholders who at the record date of 2 May 2011 are registered in HKScan’s share register maintained by Euroclear Finland Ltd (the Finnish Central Securities Depository APK). The date of payment is 10 May 2011.
ELECTION OF THE BOARD OF DIRECTORS
In accordance with the recommendation given by the Board of Directors’ Nomination Committee, the Annual General Meeting resolved 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 paid for attendance at Board and Board committee meetings. Travel expenses will be compensated according to company travel policy.
In departure from the recommendation of the Board of Directors, the Annual General Meeting resolved, on the proposal of HKScan's largest shareholder, LSO Osuuskunta, that the number of members of the company's Board of Directors be six (6). Juha Kylämäki, Niels Borup, Matti Karppinen, Tero Hemmilä and Otto Ramel were, in accordance with the proposal of the Board of Directors, re-elected to a new term and, on the recommendation of LSO Osuuskunta, Henrik Treschow was elected as a new member. At the organization meeting held immediately following the AGM, the Board re-elected Juha Kylämäki as chairman and Niels Borup as deputy chairman.
Elected as a new member of the Board, Henrik Treschow has had a long career in the food sector spanning more than 30 years. Until 2007 he served as Procordia Food AB's deputy managing director. Following his retirement, Mr Treschow has focused on Board work in a number of companies in the agricultural and forestry sector and the food industry in Sweden, Finland and Norway. Mr Treschow has an MBA from Lund University.
The personal particulars of all the members elected to the Board are available on HKScan Corporation’s website at www.hkscan.com.
ELECTION OF AUDITOR
In accordance with the recommendation given by the Board of Directors’ Audit Committee, the Annual General Meeting resolved that the remuneration of the auditor be paid according to the auditor’s invoice accepted by the company.
In accordance with the recommendation given by the Board of Directors’ Audit Committee, the Annual General Meeting elected 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.
AUTHORISATION TO DECIDE ON THE PURCHASE OF THE COMPANY’S OWN SERIES A SHARES AND/OR ON THE ACCEPTANCE OF OWN SERIES A SHARES AS PLEDGE
The Annual General Meeting authorised the Board of Directors to resolve on purchasing the Company’s own Series A shares and/or on the acceptance of 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.
AUTHORISATION TO RESOLVE ON AN ISSUE OF SHARES, OPTIONS AS WELL AS OTHER INSTRUMENTS ENTITLING TO SHARES
The Annual General Meeting authorised 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.
The minutes of the Annual General Meeting will be made available on the company’s website no later than on 11 May 2011.
HKScan Corporation
Board of Directors
Further information is available from HKScan Corporation CEO Matti Perkonoja. Please leave any messages for him to call with Marjukka Hujanen on +358 (0)10 570 6218.
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.
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