Resolutions passed by the Annual General Meeting of HKScan Corporation
HKScan Corporation Stock Exchange Release 13 April 2016 at 2:30 pm
Resolutions passed by the Annual General Meeting of HKScan Corporation
The Annual General Meeting of HKScan Corporation, held on 13 April 2016 in Helsinki, 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 2015.
Resolutions by the AGM based on proposals of the Board of Directors are as follows:
The AGM resolved that dividend of EUR 0.14 be paid for each share for the year 2015. 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 15 April 2016. The payment date is 22 April 2016.
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 to be six (6) and that two (2) deputy members will be elected to the Board of Directors.
The current Board members Teija Andersen, Niels Borup, Tero Hemmilä, Mikko Nikula, Henrik Treschow and Pirjo Väliaho, as well as the current deputy Board members Per Nilsson and Marko Onnela were re-elected for a further term of office. At the organizational meeting after the AGM, the Board re-elected Mikko Nikula as Chairman and Niels Borup as Vice Chairman.
The AGM resolved the amount of the annual remuneration payable to the members of the Board of Directors 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 annual remuneration is paid in Company shares and cash so that 20 per cent 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 2016, 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. In the event that 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 paid to deputy member of the Board of Directors. To Chairmen of the Board committees (Audit, Nomination, Compensation and Working Committee) an annual remuneration of EUR 5 000 is paid. In addition, a compensation of EUR 550 per a meeting is be paid for all the Board members for each attended Board and Board committee meeting. Travel expenses of the members of the Board of Directors will be compensated according to the Company’s travel policy.
PricewaterhouseCoopers Oy, the firm of authorized public accountants, with Jouko Malinen, APA, as the responsible auditor, was elected as the auditor until the close of the next Annual General Meeting. 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 two authorizations to the Board:
(1) The Board of Directors was authorized to decide on a 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 per cent of all of the shares in the Company and approximately 5.00 per cent 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 per cent 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 was resolved 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. In addition, the authorization may be used in order 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 2017, and it revokes the authorization granted on 14 April 2015 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.
(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 per cent of all of the shares in the Company and approximately 5.00 per cent 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 per cent of all the shares in the Company.
The Company’s own Series A shares may be purchased on the basis of 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 authorization in order to develop the capital structure of the Company. In addition, the shares may be repurchased under the authorization in order 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 2017. It revokes that granted on 14 April 2015 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.
The minutes of the Annual General Meeting will be available (in Finnish) at www.hkscan.com no later than on 27 April 2016.
Board of Directors
For further details, kindly contact Aki Laiho, Deputy CEO, HKScan Corporation
Please submit a call-back request via Marja-Leena Dahlskog, SVP Communications, HKScan Corporation, marja-leena.dahlskog(at)hkscan.com or tel. +358 10 570 2142.
HKScan is the leading Nordic meat expert. We produce, market and sell high-quality, responsibly-produced pork, beef, poultry and lamb products, processed meats and convenience foods under strong brand names. Our customers are the retail, food service, industrial and export sectors, and our home markets comprise Finland, Sweden, Denmark and the Baltics. We export to close to 50 countries. In 2015, HKScan had net sales of approximately EUR 1.9 billion and some 7 400 employees. HKScan is one of Europe’s leading meat companies.