Notice of the Annual General Meeting of HKScan Corporation
HKScan Corporation Stock Exchange Release 21 March 2012 at 5 p.m.
Notice of the Annual General Meeting of HKScan Corporation
The shareholders of HKScan Corporation are invited to the Annual General Meeting to be held on Wednesday, 25 April 2012, 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 2011
- 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 0.17 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 30 April 2012 and the payment date be 8 May 2012.
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 2011 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. To Chairmen of the Board committees (Audit, Nomination and Compensation Committee) a new annual remuneration of EUR 4,800 is proposed. 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 six (6).
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 and Henrik Treschow be re-elected for a further term of office and that Gunilla Aschan and Teija Andersen be elected as new members of the Board of Directors.
- 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.
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. 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 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.
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 percent 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, 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. In addition the authorization may be used in order to implement share based incentive arrangements directed to the management of the company and the group companies.
The authorization shall be effective until 30 June 2013.
The authorization revokes authorization granted on 27 April 2011 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.
16. Proposal of the Board of Directors to authorize the Board of Directors to decide on the transfer of the Company’s own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on the transfer of the Company’s own shares as follows:
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.
The transfer of the Company’s own shares may be carried out in deviation from the shareholders’ pre-emptive right, provided that there is weighty financial reason for the Company to do so. The Board of Directors can act on this authorization in order to grant option rights and special rights entitling to shares, pursuant to Chapter 10 of the Companies Act. The authorization can also be used for incentive arrangements.
For the avoidance of doubt, the proposed authorization does not invalidate any other possible authorization decided in this meeting.
The authorization shall be effective until 30 June 2013.
17. Proposal of the Board of Directors on authorizing the Board of Directors to decide on the purchase of the Company’s own Series A shares and/or on the acceptance Company’s own Series A shares as pledge
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 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 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 proposed authorization in order to develop the capital structure of the Company. In addition, the shares may be repurchased under the proposed authorization in order to finance or carry out acquisitions or other arrangements, as a part of incentive schemes 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 2013.
The authorization revokes that granted on 27 April 2011 by the Annual General Meeting to the Board of Directors to acquire the company’s own Series A shares.
18. 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 30 March 2012. 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 4 April 2012 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 9 May 2012.
C. Instructions for participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 13 April 2012 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 2012 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); or
c) 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 2012.
4. Other information
On the date of this notice of the Annual General Meeting 21 March 2012, 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 21 March 2012
HKScan Corporation
Board of Directors
Further information is available 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 several well-known local brand names. Its customers are retail, the HoReCa sector, industry and export customers. HKScan is active in ten countries and has some 11 400 employees. It had net sales of EUR 2.5 billion in 2011.
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NASDAQ OMX Helsinki
Main media
www.hkscan.com