Resolutions passed by the Extraordinary General Meeting of HKScan Corporation
HKScan Corporation Stock exchange release 28 February 2024 at 11.30 a.m. EET
Resolutions passed by the Extraordinary General Meeting of HKScan Corporation
HKScan Corporation's Extraordinary General Meeting, held on 28 February 2024 in Turku, decided the following in accordance with the proposals of the Board of Directors:
Confirmation and approval of the sale of HKScan's Swedish business
The EGM confirmed and approved the sale of HKScan's Swedish business. The resolution is conditional and subject to the other conditions for the sale of the Swedish business being fulfilled.
Authorizations to the Board of Directors
The EGM gave the following two authorizations to the Board:
1. The Board of Directors was authorized to decide on the acquisition of the company's own series A shares and series K shares as follows:
The aggregate number of own shares to be acquired shall not exceed 6,869,750 series A shares and 665,000 series K shares in total, which corresponds to approximately 7.61 percent of all the shares in HKScan, approximately 7.34 percent of all the series A shares in HKScan and approximately 12.31 percent of all the series K shares in HKScan. However, HKScan together with its subsidiaries, cannot at any moment own and/or hold as pledge more than 10 percent of all the shares in HKScan.
The shares may be purchased based on the proposed authorization to complete the sale of the Swedish business by using non-restricted equity. 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 maximum amount of consideration payable for the acquisition of a share is EUR 0.7316 per share for both series A shares and series K shares. For both series A shares and series K shares, the maximum consideration is based on the volume-weighted average price of HKScan's series A share in stock exchange trading during the 30 trading day period preceding the signing of the agreement concerning the sale of the Swedish business.
The Board of Directors shall resolve upon other terms and conditions of the purchase. The shares may be acquired in one or more tranches.
The authorization is effective for eighteen (18) months from the decision of the General Meeting.
The authorization does not revoke earlier authorizations granted by the General Meeting to acquire and/or to accept as pledge the company’s own shares.
2. The Board of Directors was authorized to decide on the issue of shares as follows:
The shares issued under the authorization are those series A shares or series K shares that are in HKScan's possession or HKScan's new series A or series K shares. Under the authorization, a maximum of 6,869,750 series A shares and a maximum of 665,000 series K shares, which corresponds to approximately 7.61 percent of all the shares in HKScan, approximately 7.34 percent of all the series A shares in HKScan and approximately 12.31 percent of all the series K shares in HKScan, can be issued. The shares can be issued in one or more tranches.
The shares may be issued under the proposed authorization to develop the capital structure of the company, to expand the ownership base of the company, or to finance or carry out acquisitions or other arrangements. The Board of Directors is authorized to resolve on all other terms for the share issue. Given the proposed purpose of the authorization, the share issue may take place in a directed manner, i.e., 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 no later than 30 June 2025.
The authorization revokes earlier authorizations granted by the General Meeting to decide on the issue of shares or option rights and other special rights entitling to shares.
The minutes of the Extraordinary General Meeting will be available at www.hkscan.com no later than by 13 March 2024.
HKScan Corporation
Board of Directors
For further information
HKScan Media Service Desk tel. +358 10 570 5700 or 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