Notice of an Extraordinary General Meeting
HKScan Corporation Stock exchange release 8 May 2019, 7:55 am (EEST)
Notice of an Extraordinary General Meeting
The shareholders of HKScan Corporation are invited to the Extraordinary General Meeting to be held on Wednesday, 29 May 2019, beginning at 10 am. (Finnish time) at Congress Centre Mauno, at the address BioCity, Tykistökatu 6, Turku, Finland. Registration of the shareholders who have notified the Company of their intention of attending the meeting, and coffee serving, will commence at 9 am (Finnish time).
A. Matters on the agenda of the Extraordinary 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. Approval of a contemplated financing arrangement and related amendments to the articles of association and a share issue authorisation
In order to secure the Company's financial position and to strengthen its capital structure, the Board of Directors proposes that the Extraordinary General Meeting authorise the Board of Directors to carry out a financing arrangement consisting of a contemplated share issue of up to EUR 60 million (expected) where:
• In exchange for cash consideration, new series A shares would be offered for subscription to the public in Finland.
• New series A shares would be offered to institutional investors in the EEA. The subscription price of the shares could be paid at the option of the investor either in cash or by bonds issued by the Company (at their nominal value and together with accrued interest).
• In the event of over-subscription, the Board of Directors would be entitled to increase the size of the share issue by a maximum of EUR 12 million. In addition, in the event of over-subscription, the Board of Directors would be entitled to allocate series A shares to the subscribing shareholders of the Company before allocating to subscribers who are not shareholders of the Company.
The Company has, by 8 May 2019, received EUR 54.8 million in commitments from current shareholders and institutional investors to subscribe for new series A shares. The commitments have at their lowest been given for a subscription price per share not exceeding EUR 1.60. The commitments are subject to certain conditions.
The Company plans to publish a prospectus regarding the shares to be offered in the share issue on or about 31 May 2019.
On the basis of the authorisation, the Board of Directors is authorised to negotiate and execute the financing arrangement on terms and conditions that the Board of Directors considers to be in the best interests of the Company.
Amendment to Articles of Association
In order to facilitate the financing arrangement, the Board of Directors proposes to the Extraordinary General Meeting that Article 3 of the Articles of Association is amended such that the maximum number of A shares is 100,000,000 instead of 60,000,000 shares. Following the amendment Article 3 of the Articles of Association would be as follows:
At least 3,600,000 and at most 8,000,000 of the total number of shares in the company are Series K shares and at least 400,000 and at most 100,000,000 are Series A shares.
Holders of Series K and A shares are entitled to exercise their right to vote at meetings of shareholders as provided in Article 5 of these Articles of Association."
Share issue authorisation
The Board of Directors proposes that the Extraordinary General meeting authorise the Board of Directors to resolve on a share issue as follows:
The shares to be issued under the authorisation are new series A shares. Under the authorisation, a maximum of 50,000,000 series A shares can be issued, which corresponds to approximately 47.6 per cent of all the shares in the Company and approximately 24.2 per cent of votes pertaining to shares, if the authorisation is used in full. Shares can be issued in one or more tranches.
The Board of Directors is authorised to resolve on all of the terms and conditions of the share issue. The shares may be issued as a directed share issue, i.e. in deviation from the shareholders' pre-emptive rights. A directed share issue requires always a weighty economic reason for the Company and the authorisation may not be utilised inconsistently with the principle of equal treatment of shareholders.
The authorisation to issue new shares is proposed in order to enable the Board of Directors to resolve on the execution of the arrangements referred to in this section 6 (Approval of a contemplated financing arrangement and related amendments to the articles of association and a share issue authorisation).
The authorisation is effective until 30 September 2019.
The authorisation revokes prior unused authorisations granted earlier by the General Meeting to the Board of Directors to resolve on an issue of shares, option rights as well as other special rights entitling to shares.
The Board of Directors' proposals in this section 6 (Approval of a contemplated financing arrangement and related amendments to the articles of association and a share issue authorisation) constitute a whole, the approval of which shall be decided by a single decision.
7. Closing of the meeting
B. Documents of the Extraordinary General Meeting
The proposals of the Board of Directors relating to the agenda of the Extraordinary General Meeting, this notice as well as the annual report of HKScan Corporation, including the Company's financial statements, the report of the Board of Directors and the Auditor's report may be viewed on HKScan Corporation's website at www.hkscan.com on 8 May 2019 at the latest. The proposals of the Board of Directors and the financial statements will also be available at the Extraordinary General Meeting. Copies of these documents and this notice will be sent to shareholders upon request. The minutes of the Extraordinary General Meeting will be made available on the website at www.hkscan.com no later than on 12 June 2019.
C. Instructions for participants in the Extraordinary General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 17 May 2019 in the Company’s shareholders' register held by Euroclear Finland Ltd, has the right to participate in the Extraordinary 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 Extraordinary General Meeting must notify the Company of their intention of doing so by 24 May 2019 at 4 pm. (Finnish time). Notification may be made:
a) through HKScan Corporation's website www.hkscan.com;
b) by telephone: +358 (0)10 570 6100 (from Monday to Friday 9 am.-4 pm. (Finnish time)); or
c) by regular mail to: HKScan Corporation, Extraordinary 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 Extraordinary General Meeting and the processing of related registrations.
Pursuant to Chapter 5, section 25 of the Finnish Companies Act, shareholders present at the Extraordinary General Meeting have the right to request information about the business transacted at the meeting.
2. Proxy representatives and powers of attorney
A shareholder may participate in the Extraordinary 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 Extraordinary General Meeting. If the shareholder participates in the Extraordinary 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, Extraordinary General Meeting, P.O. Box 50, FI-20521 Turku, Finland before the close of the registration deadline.
3. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by such shares, based on which he/she on the record date of the Extraordinary General Meeting, 17 May 2019, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the Extraordinary 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 24 May 2019, by 10 am. (Finnish time). As regards nominee registered shares this constitutes due registration for the Extraordinary General 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 Extraordinary 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 Extraordinary General Meeting. Such notification for registration must be made by the above-mentioned date and time.
4. Other information
On the date of this notice of the Extraordinary General Meeting, 8 May 2019, 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 48,634,174 for A shares and 108,000,000 for K shares.
Turku, 8 May 2019
Board of Directors
Media contacts: HKScan Media Service Desk: tel. +358 10 570 5700, firstname.lastname@example.org
HKScan is a Nordic meat and meals company. We employ close to 7 200 professionals in striving to serve the world’s most demanding consumers, maintaining quality throughout the full chain of operations, From Farm to Fork. HKScan produces, markets and sells high-quality, sustainably produced pork, beef, poultry and lamb products, as well as charcuterie and meals, with strong consumer brands, including HK®, Scan®, Rakvere®, Kariniemen®, Rose®, Pärsons® and Tallegg®. Our customers are the retail, food service, industrial and export sectors, and our home market comprises of Finland, Sweden, Denmark and the Baltics. We export to close to 50 countries. In 2018, HKScan had net sales of EUR 1.7 billion.
DISTRIBUTION: Nasdaq Helsinki, key media, www.hkscan.com