HKScan Corporation Stock exchange release 14 March 2017 1:00 p.m.
Notice to HKScan Corporation’s Annual General Meeting
The shareholders of HKScan Corporation are invited to the Annual General Meeting to be held on Thursday, 6 April 2017, beginning at 10 am, at Logomo (Logi 1-2 hall), at the address Köydenpunojankatu 14, Turku (entrance Logi 1-2 door). Registration of the shareholders who have notified the Company of their intention of attending the meeting, and coffee serving will commence at 9 am.
A. Matters on the agenda of the Annual 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. Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for the year 2016
- 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 that for the financial year 1 January 2016– 31 December 2016 a dividend of EUR 0.16 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. The Board of Directors proposes that the record date for the dividend payment be 10 April 2017 and the payment date be 19 April 2017.
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, representing over two thirds of the voting rights in HKScan Corporation, the Board of Directors proposes to the Annual General Meeting that the amount of the annual remuneration payable to the members of the Board of Directors remains unchanged from the year 2016 and is as follows: EUR 27 625 to Board member, EUR 33 875 to Vice Chairman of the Board and EUR 67 750 to Chairman of the Board. In accordance with the recommendation given by the Board of Directors’ Nomination Committee, the Board of Directors proposes that the annual remuneration is paid in Company shares and cash so that 20% of the remuneration will be paid in the Company shares to be acquired on the market on the Board members' behalf, and the rest will be paid in cash. The shares will be acquired within two weeks after the publication of HKScan Corporation’s interim report 1 January–30 June 2017 provided that the acquisition of shares can be made according to applicable regulations. In case the acquisition of the shares cannot be made within the said period, the acquisition shall be made without unnecessary delay after the acquisition restriction has ended. In the event that payment in shares cannot be carried out due to reasons related to either the Company or a Board member, annual remuneration shall be paid entirely in cash. The Company will pay any costs related to the transfer of the Company shares.
An annual remuneration of EUR 13 810 is proposed to deputy member of the Board of Directors.
To Chairmen of the Board committees (Audit, Nomination, Compensation and Working Committee) an annual remuneration of EUR 5 000 is proposed. In addition, a compensation of EUR 550 per a meeting is proposed to be paid for all the Board members for each attended Board and Board committee meeting. Travel expenses of the members of the Board of Directors will be compensated according to the Company’s 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, representing over two thirds of the voting rights in HKScan Corporation, the Board of Directors proposes to the Annual General Meeting that the number of ordinary members of the Board of Directors be six (6). The number of deputy members of the Board of Directors is proposed to be two (2).
12. Election of members of the Board of Directors
In accordance with the recommendation given by the Board of Directors’ Nomination Committee, representing over two thirds of the voting rights in HKScan Corporation, the Board of Directors proposes to the Annual General Meeting that the current Board members Mikko Nikula and Pirjo Väliaho be re-elected, according to their consent, until the end of the Annual General Meeting 2018. As new members of the Board of Directors are proposed, according to their consent, until the end of the Annual General Meeting 2018, Per Olof Nyman, Marko Onnela, Riitta Palomäki and Tuomas Salusjärvi. In addition, it is proposed that as deputy Board members, until the end of the Annual General Meeting 2018, be elected Veikko Kemppi and Carl-Peter Thorwid according to their consent.
Biographical details of all nominees for Board member 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 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 that the firm of authorised public accountants PricewaterhouseCoopers Oy be elected as auditor of the Company until the end of the Annual General Meeting 2018.
15. Proposal of the Board of Directors on authorizing the Board of Directors to decide on share issue as well as option rights and other special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors 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 as follows:
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 percent 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, option rights as well as other special rights entitling to shares is 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. In addition, the authorization may be used in order to implement share based incentive arrangements and payment of the share based remuneration directed to the management of the company and the group companies.
The authorization shall be effective until 30 June 2018.
The authorization revokes authorization granted on 13 April 2016 by the Annual 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.
16. Proposal of the Board of Directors on authorizing the Board of Directors to decide on the acquisition of the Company’s own Series A shares and/or on the acceptance as pledge of the Company’s own Series A shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be 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 proposed authorization in order to develop the capital structure of the Company. In addition, the shares may be repurchased under the proposed authorization in order to finance or carry out acquisitions or other arrangements, as a part of incentive schemes and payment of share based remuneration 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 2018.
The authorization revokes that granted on 13 April 2016 by the Annual General Meeting to the Board of Directors to acquire and/or to accept as pledge the company’s own Series A shares.
17. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals of the Board of Directors relating to the agenda of the Annual 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 16 March 2017 at the latest. The proposals of the Board of Directors and the financial statements will also be available at the Annual General Meeting. Copies of these documents and this notice will be sent to shareholders upon request. The minutes of the Annual General Meeting will be made available on the website at www.hkscan.com no later than on 20 April 2017.
C. Instructions for participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 27 March 2017 in the Company’s shareholders’ register held by Euroclear Finland Ltd, has the right to participate in the Annual 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 Annual General Meeting must notify the Company of their intention of doing so by 3 April 2017 at 4 pm. Notification may be made:
a) through the Company’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, Annual 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 Annual General Meeting and the processing of related registrations.
Pursuant to Chapter 5, section 25 of the Finnish Companies Act, shareholders present at the Annual General Meeting 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 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. If the shareholder participates in the Annual 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, Annual 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 Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, 27 March 2017, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 3 April 2017, by 10 am. As regards nominee registered shares this constitutes due registration for the Annual 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 Annual 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 Annual 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 Annual General Meeting, 14 March 2017, 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 49 626 522 for A shares and 108 000 000 for K shares.
Turku 14 March 2017
HKScan Corporation
Board of Directors
For further details, kindly contact Jari Latvanen, President and CEO, HKScan Corporation.
Please submit a call-back request via Marja-Leena Dahlskog, SVP Communications, marja-leena.dahlskog(at)hkscan.com or tel. +358 10 570 2142.
HKScan is the leading Nordic food company. We sell, market and produce high-quality, responsibly-produced pork, beef, poultry and lamb products, processed meats and convenience foods under strong brand names. Our customers are the retail, food service, industrial and export sectors, and our home markets comprise Finland, Sweden, Denmark and the Baltics. We export to close to 50 countries. In 2016, HKScan had net sales of nearly EUR 1.9 billion and some 7 300 employees.
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www.hkscan.com