HK Ruokatalo Group Oyj STOCK EXCHANGE RELEASE 20 Apr 2007 at 2.35pm
HK RUOKATALO GROUP'S ANNUAL GENERAL MEETING
Meeting today, HK Ruokatalo Group Oyj's Annual General Meeting adopted
the parent company and consolidated accounts and discharged the Board
of Directors and the CEO from liability for the year 2006.
The Annual General Meeting decided that the company declares a
dividend of EUR 0.27 per share for 2006 in line with the Board of
Directors' recommendation. The profit will be distributed to
shareholders who are registered on 25 April 2007 in the list of
shareholders kept by the Finnish Central Securities Depository (APK).
The dividend will be paid on 3 May 2007.
APPOINTMENT OF MEMBERS OF THE BOARD OF DIRECTORS
Annual General Meeting confirmed the number of Board members as six.
Marcus H. Borgström, Markku Aalto, Tiina Varho-Lankinen and Heikki
Kauppinen were re-appointed for a further term of office. Johan
Mattsson and Karsten Slotte were appointed as new members of the Board
of Directors.
In the organisational meeting held after the Annual General Meeting,
the Board of Directors re-elected Marcus H. Borgström as chairman and
Markku Aalto as deputy chairman.
AMENDMENT OF THE COMPANY NAME
Annual General Meeting approved the proposal of the Board of Directors
to change company's name to HKScan Oyj, HKScan Abp in Swedish, HKScan
Corporation in English (Article 1)
OTHER AMENDMENTS OF THE COMPANY'S ARTICLES OF ASSOCIATION
Annual General Meeting approved the proposal of the Board of Directors
to amend company's Articles of Association. The amendments were
principally due to the new Companies Act, which entered into force on
1 September 2006. The principal content of the amendments is the
following:
- The provisions concerning the company's minimum and maximum share
capital as well as the nominal value of shares were abolished
(Articles 3, 4 and 5)
- The provisions concerning the record date were abolished (Article
5a)
- The provision concerning the right to participate in the General
Meetings of Shareholders was amended to the extent it refers to
adhering to the Companies Act (Article 6)
- The period for delivery of the notice to the Shareholders' Meetings
was amended so that the notice may be delivered at the earliest three
(3) months prior to the General Meeting (Article 8)
- The agenda of the Annual General Meeting was amended to correspond
to the new Companies Act (Article 9)
- The provisions concerning decision-making by the Board of Directors,
as well as the provisions on the Directors' term of office were
abolished to the extent that such issues are addressed by the non-
mandatory provisions in the Companies Act (Article 10)
- The provisions on the representation of the company were amended to
correspond to the terminology used in the new Companies Act (Article
11)
- The provision on the amending of the Articles of Association was
abolished as irrelevant (Article 14)
- Subsequently, the numbering of the Articles of Association was
changed accordingly.
APPOINTMENT OF AUDITORS
Authorised Public Accountants PricewaterhouseCoopers Oy and Petri
Palmroth MSc (Econ. and Bus. Adm.), APA were appointed as the auditors
for the 2007 financial year. Mika Kaarisalo (Econ. and Bus. Adm.), APA
and Pasi Pietarinen (Econ. and Bus. Adm.), APA were appointed as
deputy auditors.
AUTHORISATION TO PURCHASE THE COMPANY'S OWN A-CLASS SHARES
The Annual General Meeting authorised the Board of Directors to
resolve on purchasing the Company's own A-class shares, as follows:
The aggregate number of 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 A-class shares in
the Company.
The Company's own shares may be purchased on the basis of the
authorisation 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
authorisation is effective until 30 June 2008.
AUTHORISATION TO RESOLVE ON AN ISSUE OF SHARES, OPTIONS, AS WELL AS
OTHER INSTRUMENTS ENTITLING TO SHARES
The Annual General Meeting authorised 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 Board of Directors shall be authorised to decide on the number of
shares to be issued. The authorisation shall, however, be limited to a
maximum of 5,500,000 A-class shares. The maximum amount of the shares
covered by the authorisation corresponds to approximately 14.0% of all
the registered shares of the company.
The Board of Directors shall be authorised to resolve upon all the
terms and conditions of the issue of shares and other instruments
entitling to shares. The authorisation 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 authorisation shall be
effective until 30 June 2008.
The authoriations to purchase the company's own shares and to issue
new shares were approved in order to 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,
implementing acquisitions or as incentives for employees. A directed
purchase of the company's own shares and a directed share issue always
requires a weighty economic reason for the company and the
authorisations may not be utilized inconsistently with the principle
of equal treatment of shareholders.
HK RUOKATALO GROUP OYJ
Kai Seikku
CEO
DISTRIBUTION:
Helsinki Exchanges
Main media
www.hkruokatalo.fi
