Resolutions passed by the Annual General Meeting of HKScan Corporation
HKScan Corporation Stock Exchange Release 25 April 2012 at 2:40 p.m.
Resolutions passed by the Annual General Meeting of HKScan Corporation
The Annual General Meeting of HKScan Corporation, held on 25 April 2012, 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 2011.
Resolutions by the Annual General Meeting based on proposals of the Board of Directors:
Dividend
The AGM resolved that a dividend of EUR 0.17 per share be paid for 2011. The dividend shall be paid to shareholders who are registered as shareholders on the record date 30 April 2012 in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The payment date is 8 May 2012.
Election of the members of the Board of Directors and remuneration
The AGM resolved that the number of members of the Board of Directors to be six (6). The current Board members Juha Kylämäki, Niels Borup, Tero Hemmilä and Henrik Treschow were re-elected for a further term of office and Gunilla Aschan and Teija Andersen were elected as new Board members. At the organizational meeting after the AGM, the Board re-elected Juha Kylämäki as Chairman and Niels Borup as Vice Chairman.
- Gunilla Aschan, M.Sc. (Agriculture, Econ.) is a farm and forestry entrepreneur and a beef producer from Southeast Sweden. She is also manager, Farm & Forest at Nordea Sweden in Stockholm. Ms Aschan is a member of the Boards of Directors of Sveriges Djurbönder ek. för. and Hushållningssällskapet Östergötland.
- Teija Andersen, M.Sc. (Agr. & For.) is currently CEO of Adviso TMA Oy. Ms Andersen has extensive experience in the food sector. Between 1985 and 2011 she worked at Oy Karl Fazer Ab, most recently serving as managing director of Fazer Amica Oy between 2003 and 2007 and as SVP, Strategic Marketing, Brands and R&D between 2009 and 2011. In addition, she is currently a member of the Boards of Directors of Technopolis Plc, Palette Oy, Diacor Oy and Are Oy.
Presentations of all Board members are available on HKScan Corporation’s website at www.hkscan.com.
The AGM resolved that the annual remuneration payable to the members of the Board of Directors remains unchanged from 2011, i.e. EUR 21,000 to Board member, EUR 25,800 to Vice Chairman of the Board and EUR 51,600 to Chairman of the Board. To Chairmen of the Board committees (Audit, Nomination and Compensation Committee) will be paid a new annual remuneration of EUR 4,800. In addition a compensation of EUR 500 per meeting will be paid for attendance at Board and Board committee meetings as before. Travel expenses will be compensated according to company travel policy.
Auditors
The AGM resolved that PricewaterhouseCoopers Oy, an audit firm chartered by the Central Chamber of Commerce, with Johan Kronberg, APA, as responsible auditor, and Petri Palmroth, APA, were elected as the Company’s auditors until the close of the next Annual General Meeting, and that Mika Kaarisalo, APA, and Jari Viljanen, APA, were elected as deputy auditors. In addition it was decided that the remuneration of the auditor will be paid according to the auditor’s invoice accepted by the company.
Authorizations to the Board of Directors
The AGM gave the following three authorizations to the Board:
(1) The Board of Directors was authorized to decide on share issue as well as issue of option rights and other special rights entitling to shares. The shares issued under the authorization are new 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 of 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.
(2) The Board of Directors was authorized to decide on the purchase of the Company's own Series A shares and/or on the acceptance 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 of 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 above authorizations revoke authorizations granted on 27 April 2011 by the Annual General Meeting to the Board of Directors.
(3) The Board of Directors was authorized to decide on the transfer of the Company’s own shares. Under the authorization, a maximum of 2,500,000 Series A Shares, which corresponds to approximately 4.50 percent of all of the shares in the Company and approximately 5.00 percent of all the Series A shares in the Company, can be transferred. The Company’s own shares may be transferred in one or several tranches. The Board of Directors decides on all the conditions of the transfer of own shares. For the avoidance of doubt, this authorization does not invalidate any other authorizations decided in the meeting.
All the authorizations given to the Board will be effective until 30 June 2013.
The proposals to the AGM given by the Board of Directors and its nomination and audit committees including authorizations to the Board, have been published by a stock exchange release on 21 March 2012, and they are also available on the web at www.hkscan.com.
The minutes of the Annual General Meeting will be available on the above website no later than on 9 May 2012.
HKScan Corporation
Board of Directors
Further information from HKScan Corporation's CEO, Hannu Kottonen. Please leave any messages for him to call with Marjukka Hujanen, tel. +358 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 strong brand names. Its customers are retail, the HoReCa sector, industry and export customers. It had net sales of EUR 2.5 billion in 2011. HKScan has operations in ten countries and has some 11 400 employees.
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