RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF HKSCAN
HKScan Corporation STOCK EXCHANGE RELEASE 22 April 2008, at 3.15pm
RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF HKSCAN
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 2007.
The Annual General Meeting resolved on the payment of EUR 0.27 per share in
dividend for 2007 in accordance with the proposal of the Board of Directors.
The dividend will be paid to those shareholders who at the record date of 25
April 2008 are registered in HKScan's share register maintained by the Finnish
Central Securities Depository APK. The date of payment is 6 May 2008.
ELECTION OF THE BOARD OF DIRECTORS
The Annual General Meeting confirmed the number of members on the Board of
Directors as five. Markku Aalto, Tiina Varho-Lankinen and Johan Mattsson were
re-elected to a new term. Matti Murto and Matti Karppinen were elected to the
Board as new members. At the organisation meeting held immediately following
the AGM, the Board elected Markku Aalto as its new Chairman and Tiina
Varho-Lankinen as new Deputy Chairman.
Chairman Markku Aalto (b. 1950) has served on the company's Board since 1994
and been its Deputy Chairman for the past five years. He has also chaired the
Board of LSO Osuuskunta for over seven years. Mr Aalto is a meat producer by
occupation. Deputy Chairman Tiina Varho-Lankinen (b. 1962) has served on the
Board of HKScan since 2003. MSc (Econ. & Bus. Admin.) by training and meat
producer by occupation, Ms Varho-Lankinen was recently elected Chairman of the
Board of LSO Osuuskunta. Johan Mattsson (b. 1960) is a farm entrepreneur and
meat producer in Tomelilla in southern Sweden. He was elected to the Board of
HKScan a year ago. Mr Mattsson, who has a BSc in economics and business
administration, also sits on the Board of Swedish Meats. Newly elected Board
member Matti Murto (b. 1964) holds a Master's degree in agriculture. Mr Murto
is a meat producer and Deputy Chairman of the Board of LSO Osuuskunta. Second
new member Mr Matti Karppinen (b. 1958) is the CEO of Lännen Tehtaat plc and
holds a Master's degree in economics and business administration.
The Annual General Meeting resolved on the following annual remuneration to
Board members: EUR 40,000 to the Chairman, EUR 25,000 to the Deputy Chairman
and EUR 20,000 each to members of the Board. Board members are also paid a fee
of EUR 500 for each meeting.
ELECTION OF AUDITORS
PricewaterhouseCoopers Ltd, an audit firm chartered by the Central Chamber of
Commerce, with CPA Johan Kronberg as responsible auditor, and CPA Petri
Palmroth were elected as the Company's auditors until the close of the next
Annual General Meeting of Shareholders. CPA Mika Kaarisalo and CPA Pasi
Pietarinen were elected as deputy auditors. Auditors' remuneration shall be
payable according to invoice.
AUTHORIZATION TO PURCHASE THE COMPANY'S OWN SERIES A SHARES
The Annual General Meeting of Shareholders authorized the Board of Directors to
resolve on purchasing the Company's own Series A shares, as follows:
The aggregate number of Series A shares to be purchased shall not exceed
3,500,000, which corresponds to approximately 8.9% of all the shares in the
Company and approximately 10.3% of all the Series A shares in the Company.
The Company's own shares may be purchased on the basis of the authorization
only by using non-restricted equity. 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 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). The authorization is effective until 30 June
2009.
The authorization revoked that granted on 20 April 2007 by the Annual General
Meeting of Shareholders to the Board of Directors to acquire the company's own
A Shares.
AUTHORIZATION TO RESOLVE ON AN ISSUE OF SHARES, OPTIONS AS WELL AS OTHER
INSTRUMENTS ENTITLING TO SHARES
The Annual General Meeting of Shareholders authorized 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 Companies Act, as
follows:
The authorization applies to issuing of Series A shares. The authorization
shall be limited to a maximum of 5,500,000 shares. The maximum amount of the
shares covered by the authorization corresponds to approximately 14.0% of all
the registered shares of the Company.
The Board of Directors was authorized to resolve upon all the terms and
conditions of the issue of shares and other instruments entitling to shares.
The authorization 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
authorization shall be effective until 30 June 2009.
The authorization revoked that granted on 20 April 2007 by the Annual General
Meeting of Shareholders to the Board of Directors to resolve on an issue of
shares, options as well as other instruments entitling to shares.
HKSCAN CORPORATION
Kai Seikku
CEO
DISTRIBUTION:
OMX Nordic Exchanges
Main media
www.hkscan.com