HKScan Corporation: Notice of the Annual General Meeting

HKScan Corporation, Notice of the Annual General Meeting 3 March 2023 at 10.15 a.m. EET

The shareholders of HKScan Corporation are invited to the Annual General Meeting to be held on Thursday, 20 April 2023, beginning at 10:00 a.m. (EEST), in Logomo (LOGI-hall), at Junakatu 9, 20100 Turku (entrance from the LOGI-door). Reception of those who have registered for the meeting, as well as coffee service will start at 9:00 a.m.

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 person 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 2022

-    CEO's report

7.    Adoption of the financial statements

8.    Resolution on the use of profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes to the Annual General Meeting of Shareholders that no dividend be paid for the financial year 1 January 2022 – 31 December 2022.

9.    Resolution on the discharge from liability of the members of the Board of Directors and the CEO for the financial period 1.1.–31.12.2022

10.    Handling of the remuneration report for governing bodies

The Board of Directors proposes to the Annual General Meeting that the remuneration report for governing bodies be confirmed. 

11.    Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the following yearly fees be paid to the members of the Board of Directors for the term beginning at the end of the Annual General Meeting and ending at the end of the 2024 Annual General Meeting:

Chair of the Board of Directors EUR 70,000 (2022: 70,000),

Vice Chair of the Board of Directors EUR 37,500 (37,500),

other ordinary members of the Board of Directors EUR 30,000 (30,000),

deputy members of the Board of Directors EUR 15,000 (15,000),

in addition, to the Board member functioning as Chair of the Audit Committee EUR 10,000 (10,000) and to the Board member functioning as Chair of other committees (Compensation, Working and Special Committee) EUR 5,000 (5,000).

The Shareholders’ Nomination Board also proposes that the annual remuneration to Board members and deputy members is paid in Company shares and cash so that 25% 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 September 2023 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.

The Shareholders’ Nomination Board proposes that a compensation of EUR 650 (650) per a meeting is paid for all the Board members for each attended Board and Board committee meeting, and a compensation of EUR 300 (300) for a meeting or occasion, which requires participation as member of the Board of Directors. Travel expenses of the members of the Board of Directors will be compensated according to the Company’s travel policy.

12.    Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that six (6) ordinary members and two (2) deputy members be elected to the Board of Directors.

13.    Election of members of the Board of Directors

The Shareholders’ Nomination Board proposes that Reijo Kiskola, Anne Leskelä, Jari Mäkilä, Per Olof Nyman, Harri Suutari and Terhi Tuomi be re-elected as members of the Board of Directors for a term starting at the end of the Annual General Meeting and expiring at the closing of the 2024 Annual General Meeting. The Nomination Board also proposes that Ilkka Uusitalo and Ove Conradsson be re-elected as deputy Board members until the end of the Annual General meeting 2024. 

All Board member candidates have given their consent for election.

Biographical details of all nominees for Board member are available on HKScan Corporation’s website at www.hkscan.com.

14.    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.

15.    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 2024. Auditing firm Ernst & Young has notified the Company that it will appoint Maria Onniselkä, 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.

16.    Resolution on the partial amendment of the Articles of Association

Due to the amendments made to Chapter 5 of the Finnish Companies Act, the Board of Directors proposes to the General Meeting that the General Meeting amends the company's Articles of Association to allow the organization of a remote general meeting without a meeting venue as an alternative to a physical general meeting or a hybrid meeting. The purpose of the amendment is to facilitate the holding of a remote general meeting in unexpected or exceptional circumstances, however not limited to these situations. According to the Finnish Companies Act, a shareholder must be able to exercise their rights fully at a remote general meeting in the same way as at a traditional general meeting held physically. The amendments do not prevent the holding of physical or hybrid meetings. The venues for physical general meetings will be defined in the same context.

In accordance with the proposal of the Board of Directors, Article 6 of the company's Articles of Association is amended as follows:

"6 § The Annual General Meeting shall be held annually by the end of June on a date determined by the Board of Directors. The General Meeting can be held in Company's domicile Turku, Vantaa, or Helsinki.

The Board of Directors may decide that the General Meeting shall be held without a meeting venue so that the shareholders exercise their right to decide during the meeting in full and in a timely manner by means of a telecommunication connection and a technical aid (remote meeting)."

17.    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 those Series A shares that are in the company’s possession. Under the authorization, a maximum of 2,000,000 Series A shares, which corresponds to approximately 2.00 percent of all the shares in the Company and approximately 2.14 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.

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 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 Board of Directors is authorized to resolve on all other terms for the share issue and granting of the special rights entitling to shares. Due to the purpose of use of the authorization 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 shall be effective until 30 June 2024.

The authorization revokes that granted on 30 March 2022 by the Annual General Meeting to the Board of Directors to decide on share issue as well as option rights and other special rights entitling to shares.

18.    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 4,700,000 Series A shares in total, which corresponds to approximately 4.70 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.

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 2024.

The authorization revokes that granted on 30 March 2022 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.

19.    Closing of the meeting

B.    Documents of the Annual General Meeting

The proposals of the Board of Directors and the Shareholders’ Nomination Board for the decisions on the matters on the agenda of the Annual General Meeting, and this notice are available on HKScan Corporation’s website at www.hkscan.com. The Company's Annual and Corporate Responsibility Report, which includes the Company’s financial statements, the report of the Board of Directors and the Auditor’s report, as well as the remuneration report are available on HKScan Corporation’s website latest on 17 March 2023. 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 4 May 2023.

C. Instructions for participants in the Annual General Meeting

1.    The right to participate and registration

Each shareholder, who is registered on 6 April 2023 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 17 April 2023 at 4 p.m. (EEST). Notification may be made:

a) through the Company's website www.hkscan.com; 
b) by email to legal@hkscan.com; 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. 

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 by email to legal@hkscan.com or to HKScan Corporation, Annual General Meeting, P.O. Box 50, FI-20521 Turku, Finland before the close of the registration deadline.

Corporation owners can use the suomi.fi electronic authorization service instead of traditional power of attorney to authorize an agent. A proxy presentative is appointed in the Suomi.fi service at www.suomi.fi/e-authorizations using the proxy box "Representation at the General Meeting". The proxy entitles the holder to attend the General Meeting. When registering for the General Meeting, the proxy will be identified by strong electronic authentication in the General Meeting Service. Strong electronic authentication works with bank IDs or with mobile authentication. More information on electronic proxy voting is available at https://www.suomi.fi/e-authorizations.

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, 6 April 2023, 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 17 April 2023, by 10 a.m. (EEST). As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the 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

The meeting shall be held in Finnish. There will be a simultaneous interpretation in English at the meeting venue.

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.

Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting. On the date of this notice of the Annual General Meeting, 3 March 2023, the total number of shares in HKScan Corporation is 93,551,781 A shares and 5,400,000 K shares and the total number of votes is 93,551,781 for A shares and 108,000,000 for K shares.

Turku, 3 March 2023

HKScan Corporation
Board of Directors  

With 110 years of experience, we at HKScan make life tastier – today and tomorrow. Our strategic target is to grow into a versatile food company. Our home markets are Finland, Sweden and Denmark, where around 5,400 of our professionals make responsible and locally produced food for consumers’ well-known brands include HK®, Kariniemen®, Via®, Scan®, Pärsons® and Rose®. We are developing a more climate-friendly way of producing food and our Zero Carbon target is a carbon-neutral food chain by the end of 2040. HKScan is a publicly listed company, and in 2022, our net sales from continuing operations totalled over EUR 1.8 billion. www.hkscan.com

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