Resolutions passed by the Annual General Meeting of HKScan Corporation
HKScan Corporation Stock Exchange Release 24 April 2013 at 2:40 p.m.
Resolutions passed by the Annual General Meeting of HKScan Corporation
The Annual General Meeting of HKScan Corporation, held on 24 April 2013, in Turku, 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 2012.
Resolutions by the AGM based on proposals of the Board of Directors:
The AGM resolved that a dividend of EUR 0.10 per share be paid for 2012. The dividend shall be paid to shareholders who are registered as shareholders on the record date 29 April 2013 in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The payment date is 7 May 2013.
Amending of the Articles of Association
The AGM resolved on amending the company’s Articles 8 and 9 in the Articles of Association so that the Board of Directors may include one to three deputy members when necessary and that the number of Board members can be increased to a maximum of eight actual members.
In addition, concerning Article 12 of the Articles of Association, the AGM resolved to amend the number of auditors. That the company has at least one and a maximum of two auditors who must be auditors accepted by the Central Chamber of Commerce (CPA) or auditing firms. If only one auditor is appointed for the Company, and it is not an auditing firm approved by the Central Chamber of Commerce, one deputy auditor must be appointed.
Election of the members of the Board of Directors and remuneration
The AGM resolved that the number of actual members of the Board of Directors to be six (6). In accordance with the amendment of Articles 8 and 9 in the Articles of Association, the AGM resolved additionally, that two (2) deputy members will be elected to the Board of Directors.
The current Board members Juha Kylämäki, Niels Borup, Teija Andersen, Gunilla Aschan, Tero Hemmilä and Henrik Treschow were re-elected for a further term of office as actual board members. Mikko Nikula and Per Nilsson were elected as deputy members. At the organizational meeting after the AGM, the Board re-elected Juha Kylämäki as Chairman and Niels Borup as Vice Chairman.
- Mikko Nikula (M.Sc., Physics) is a farm entrepreneur and a broiler meat producer from Rusko in Southwest Finland. He has also worked as director of operative operations at Privanet Securities in 2012, as managing director of TUTO Hockey Oy in 2011 and at Nokia Corporation in international marketing and sales between 1998 and 2009.
- Per Nilsson is farm entrepreneur and pork and beef producer from Esplunda in Central Sweden. He has studied at the Agriculture University of St. Paul in Minnesota (USA) and the Swedish University of Agricultural Sciences.
Presentations of all Board members are available on HKScan Corporation’s website at www.hkscan.com.
The AGM resolved that the annual remuneration payable to the actual members of the Board of Directors are the following: EUR 21 700 to Board member, EUR 26 600 to Vice Chairman of the Board and EUR 53 200 to Chairman of the Board. An annual remuneration of EUR 7 300 is paid to the deputy members of the Board of Directors.To Chairmen of the Board committees (Audit, Nomination, Compensation and Working Committee) will be paid an annual remuneration of EUR 4 900. In addition a compensation of EUR 500 per meeting will be paid for each attended Board and Board committee meetings. Travel expenses will be compensated according to company’s travel policy.
The AGM resolved, in accordance with the amendment of Article 12 in the Articles of Association, that PricewaterhouseCoopers Oy, an audit firm chartered by the Central Chamber of Commerce, with APA Johan Kronberg as the main auditor, is appointed as the actual auditor until the end of the next Annual General Meeting. The remuneration of the auditor will be paid according to the auditor’s invoice accepted by the company.
Authorizations to the Board of Directors
The AGM gave the following two authorizations to the Board:
(1) The Board of Directors was authorized 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. The shares issued under the authorization are new or those in the company’s possession 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 per cent 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 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, including possible share-based remuneration to Board members.
The authorization shall be effective until 30 June 2014 and it revokes authorization granted on 25 April 2012 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. The authorization also revokes authorization granted on 25 April 2012 by the Annual General Meeting to the Board of Directors to resolve on transfer of the Company’s own shares.
(2) The Board of Directors was 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 authorization in order to develop the capital structure of the Company. In addition, the shares may be repurchased under the 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 2014 and it revokes that granted on 25 April 2012 by the Annual General Meeting to the Board of Directors to acquire the company’s own Series A shares and/or to accept as pledge.
The proposals by the Board of Directors and its nomination and audit committees including authorizations to the Board, now approved by the AGM, have been published by a stock exchange release on 21 March 2013, and they are also available on the web at www.hkscan.com.
The minutes of the Annual General Meeting will be available (in Finnish) on the above website no later than on 8 May 2013.
Board of Directors
Further information 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 strong brand names. Its customers are the retail, food service, industrial and export sectors. In 2012, it had net sales of EUR 2.5 billion and some 11 000 employees.
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