Resolutions passed by the Annual General Meeting of HKScan Corporation and organization of the Board of Directors
HKScan Corporation, Stock Exchange Release, 18 April 2024, at 2.30 p.m. EEST
HKScan Corporation’s Annual General Meeting, held on 18 April 2024 in Turku, adopted the parent company’s and consolidated financial statements, discharged the members and the deputy members of the Board of Directors and the CEO from liability for 2023 and adopted the remuneration report and the remuneration policy for governing bodies. In accordance with the proposals, the AGM decided the following:
Profit distribution
The AGM resolved that no dividend will be paid for 2023.
Election and remuneration of the members of the Board of Directors
On the proposal of the Shareholders' Nomination Committee, the AGM resolved, that the number of ordinary members of the Board of Directors is eight (8).
The current Board members Reijo Kiskola, Jari Mäkilä, Anne Koutonen and Terhi Tuomi were re-elected as members of the Board. In addition, Ilkka Uusitalo, current deputy Board member Niclas Diesen, Lauri Sipponen and Sami Yski were elected as new ordinary members of the Board until the end of the Annual General Meeting 2025. At the organizational meeting after the AGM, the Board re-elected Reijo Kiskola as Chairman and Jari Mäkilä as Vice Chairman.
The AGM resolved that the annual remuneration of the members of the Board of Directors is as follows: for the Chair of the Board of Directors EUR 70,000 (2023: 70,000), for the Vice Chair of the Board of Directors EUR 37,500 (37,500) and for other ordinary members of the Board of Directors EUR 30,000 (30,000). The annual remuneration of deputy members of the Board of Directors is EUR 15,000 (15,000).
The annual remuneration of the Chairmen of the Board committees is as follows: for the Board member functioning as Chair of the Audit Committee EUR 15,000 (10,000) and for the Board member functioning as Chair of other committees (Compensation, Working and Special Committee) EUR 5,000 (5,000).
The AGM also resolved that the annual remuneration 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 for 1 January - 30 September 2024 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.
In addition, a compensation of EUR 650 (650) per meeting will be 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 their attendance as a 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.
Auditor and sustainability assurer
The auditing firm Ernst & Young Oy was elected as the Company’s auditor until the end of the next Annual General Meeting. Ernst & Young has notified that it will appoint Maria Onniselkä, Authorized Public Accountant, as the lead audit partner. In addition, the auditing firm Ernst & Young Oy was elected as the sustainability auditing assurer until the end of the Annual General Meeting 2025, with Maria Onniselkä, M.Sc. (Econ.), Authorized Sustainability Auditor (ASA) as the lead sustainability assurer.
The AGM also resolved to request 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.
Resolution on changing the Company’s name
The AGM resolved to amend Article 1 of the Articles of Association as follows:
"1 § The name of the company is HKFoods Oyj, HKFoods Abp in Swedish and HKFoods Plc in English. The domicile of the company is Turku."
Resolution on the partial amendment of the Articles of Association
The AGM resolved to amend Article 8 of the Company's Articles of Association in accordance with the current Finnish Companies Act to include references to the adoption of the remuneration report and, where applicable, the remuneration policy, and, where applicable, the election of the sustainability assurer and the decision on their remuneration, and otherwise updated to comply with the wording of the current Finnish Companies Act.
"8 § The Annual General Meeting of Shareholders
shall be presented with
1. the financial statements and the report of the Board of Directors;
2. the auditors' report;
3. an explanation by the Board of Directors warranted by any comments made by the auditors;
shall resolve on
1. the adoption of the financial statements;
2. the use of the profit shown on the balance sheet;
3. the discharge from liability of members of the Board of Directors and of the CEO;
4. the adoption of the remuneration report for governing bodies;
5. the adoption of the remuneration policy for governing bodies, if needed;
6. remuneration of members and deputy members of the Board of Directors and of the auditors and, if needed, the sustainability assures;
7. the number of members on the Board of Directors, and if needed, deputy members;
shall be appointed
1. the members of the Board of Directors, and if needed, deputy members;
2. the auditors, and if needed, the sustainability assurers;
dealt with
any other business contained in the notice of meeting."
The AGM also resolved to update Article 12 of the Company’s Articles of Association in accordance with the current Auditing Act so that the Company shall have at least one (1) auditor, which must be an auditing firm approved by the Finnish Patent and Registration Office.
Authorization to the Board of Directors
The AGM gave the following authorization to the Board:
The Board of Directors was authorized 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 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 4.74 percent of all the shares in the Company and approximately 5.02 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.
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 2025.
The authorization revokes the authorization granted by the Annual General Meeting on 20 April 2023 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 at www.hkscan.com by 2 May 2024 at the latest.
HKScan Corporation
Board of Directors
More information:
Markku Suvanto, EVP Administration and Legal, tel. +358 10 570 6914 or by email markku.suvanto@hkscan.com
HKScan Media Service Desk, tel. +358 10 570 5700 or by email: communications@hkscan.com
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 and Denmark, where around 3,600 of our professionals make responsible and locally produced food for consumers’ varied food moments. Our well-known brands include HK®, Kariniemen®, Via® and Rose®. We are developing a more climate-friendly way of producing food. HKScan is a publicly listed company, and in 2023, our net sales from continuing operations totalled nearly EUR 1.2 billion. www.hkscan.com
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