HKScan Corporation ANNOUNCEMENT 27 March 2009
NOTICE TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF HKSCAN
The shareholders of HKScan Corporation are invited to the Annual General
Meeting of Shareholders to be held on Thursday, 23 April 2009, beginning at
11am, at Finlandia Hall, Congress Hall A, at the address Mannerheimintie 13 e
(entrances: M1 and K1) in Helsinki. Registration of the shareholders who have
notified the Company of their intention of attending the meeting will commence
at 10am.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
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. Presentation of the financial statements, the report of the Board of
Directors and the auditor's report for the year 2008
- Review by the CEO
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes to the Annual General Meeting of Shareholders
that a dividend of EUR 0.24 be paid for each share. The dividend shall be paid
to shareholders registered on the record date as a shareholder in the Company's
shareholders' register maintained by Euroclear Finland Ltd (Finnish Central
Securities Depository). The Board of Directors proposes that the record date
for the dividend payment be 28 April 2009 and the payment date be 6 May 2009.
9. Resolution on the discharge from liability of the members of the Board of
Directors and the CEO
10. Resolution on the remuneration of the members of the Board of Directors
In accordance with the recommendation given by the Board of Directors'
Nomination Committee, the Board of Directors proposes to the Annual General
Meeting of Shareholders that the annual remuneration payable to the members of
the Board of Directors to be elected for the next term of office remain
unchanged, i.e. EUR 20,000 to Board member, EUR 25,000 to Vice Chairman of the
Board and EUR 40,000 to Chairman of the Board. In addition, a compensation of
EUR 500 per meeting is proposed for attendance at Board and Board committee
meetings. Travel expenses will be compensated according to company travel
policy.
11. Resolution on the number of members of the Board of Directors
In accordance with the recommendation given by the Board of Directors'
Nomination Committee, the Board of Directors proposes to the Annual General
Meeting of Shareholders that the number of members of the Board of Directors
shall remain five (5).
12. Election of members of the Board of Directors
In accordance with the recommendation given by the Board of Directors'
Nomination Committee, the Board of Directors proposes to the Annual General
Meeting of Shareholders that the current Board members Mr Markku Aalto, Ms
Tiina Varho-Lankinen, Mr Matti Karppinen and Mr Matti Murto be re-elected for a
further term of office and that Mr Lars Hultström be elected as new member of
the Board of Directors.
Biographical details of Lars Hultström are available on HKScan Corporation's
website at www.hkscan.com.
13. Resolution on the remuneration of the auditor
In accordance with the recommendation given by the Board of Directors' Audit
Committee, the Board of Directors proposes to the Annual General Meeting of
Shareholders that the remuneration of the auditor be paid according to the
auditor's invoice accepted by the company.
14. Election of auditor
In accordance with the recommendation given by the Board of Directors' Audit
Committee, the Board of Directors proposes to the Annual General Meeting of
Shareholders that PricewaterhouseCoopers Oy, an audit firm chartered by the
Central Chamber of Commerce, with APA Johan Kronberg as responsible auditor,
and APA Petri Palmroth be elected as the Company's auditors until the close of
the next Annual General Meeting of Shareholders, and that APA Mika Kaarisalo
and APA Pasi Pietarinen be elected as deputy auditors.
15. Proposal by the Board of Directors on amendment of the Articles of
Association
The Board of Directors proposes to the Annual General Meeting of Shareholders
that Article 7 of the Articles of Association be amended as follows:
“Notices of general meetings of shareholders shall be given by publication
thereof in at least two (2) national daily newspapers, as determined by the
Board of Directors, no earlier than three (3) months and no later than three
(3) weeks before the meeting.”
16. Authorising the Board of Directors to decide on the purchase of the
Company's own Series A shares
The Board of Directors proposes to the Annual General Meeting of Shareholders
to authorise the Board of Directors to resolve on purchasing the Company's own
Series A shares, as follows:
The aggregate number of Series 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 Series A 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
2010.
The authorisation revokes that granted on 22 April 2008 by the Annual General
Meeting of Shareholders to the Board of Directors to acquire the company's own
A Shares.
17. Authorising the Board of Directors to resolve on an issue of shares,
options as well as other instruments entitling to shares
The Board of Directors proposes to the Annual General Meeting of Shareholders
to authorise 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:
This authorisation concerns the issuance of Series A shares. 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 Series A
shares. The maximum amount of the shares covered by the authorisation
corresponds to approximately 14.0% of all the registered shares of the Company
and approximately 16.2% of all the Series A shares in 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 2010.
The authorisation revokes that granted on 22 April 2008 by the Annual General
Meeting of Shareholders to the Board of Directors to resolve on an issue of
shares, options as well as other instruments entitling to shares.
The authorisations to purchase the Company's own shares and to issue new shares
are proposed 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 or implementing acquisitions. 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.
18. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The proposals of the Board of Directors relating to the agenda of the Annual
General Meeting of Shareholders as well as this notice may be viewed on HKScan
Corporation's website at www.hkscan.com from 27 March 2009. The annual report
of HKScan Corporation, including the Company's financial statements, the report
of the Board of Directors and the Auditor's report, will be made available on
the above website no later than week 15. The proposals of the Board of
Directors and the financial statements will also be available at the Annual
General Meeting of Shareholders. Copies of these documents and this notice will
be sent to shareholders upon request.
C. INSTRUCTIONS FOR PARTICIPANTS IN THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
1. The right to participate and registration
Each shareholder, who is registered on 9 April 2009 in the Company's
shareholders' register held by Euroclear Finland Ltd (Finnish Central
Securities Depository), has the right to participate in the Annual General
Meeting of Shareholders. 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 Annual General Meeting of Shareholders
must notify the Company of their intention of doing so by 14 April 2009 at 4pm.
Notification may be made:
a) by e-mail: marjukka.hujanen@hkscan.com
b) by telephone: +358 (0)10 570 6218 (from Monday to Friday 9am-4pm)
c) by fax: +358 (0)2 250 1667
d) by regular mail to: HKScan Corporation, Annual General Meeting, PO Box 50,
FI-20521 Turku, Finland
The notification shall give the name, personal identification number, 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 Annual General Meeting and the processing of related
registrations.
Pursuant to Chapter 5, section 25 of the Companies Act, shareholders present at
the Annual General Meeting of Shareholders have the right to request
information about the business transacted at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting of Shareholders 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
Annual General Meeting of Shareholders.
Original letters of proxy should be sent to HKScan Corporation, Annual General
Meeting, PO Box 50, FI-20521 Turku, Finland before the close of the
registration deadline.
3. Holders of nominee registered shares
Holders of nominee registered shares wishing to attend the Annual General
Meeting of Shareholders must be entered in the Company's shareholders' register
on the record date for the meeting, 9 April 2009.
Holders of nominee registered shares are advised to request from their bank or
other custodian the necessary instructions regarding the registration in the
company's shareholders' register, the issuing of proxy documents and
registration for the Annual General Meeting of Shareholders.
4. Other information
On the date of this notice of the Annual General Meeting of Shareholders 16
March 2009, the total number of shares in HKScan Corporation is 33,906,193 A
shares and 5,400,000 K shares and the total number of votes is 33,906,193 for A
shares and 108,000,000 for K shares.
Turku 16 March 2009
HKScan Corporation
Board of Directors
DISTRIBUTION:
Nasdaq OMX, Helsinki
Main media
www.hkscan.com
