Notice of the Annual General Meeting of HKScan Corporation
HKScan Corporation, Stock exchange release, 15 March 2024 at 2.30 p.m. EET
Notice of the Annual General Meeting of HKScan Corporation
The shareholders of HKScan Corporation are invited to the Annual General Meeting of the company to be held on Thursday, 18 April 2024, beginning at 10:00 a.m. (EEST), at Visitor Centre Joki, in the Cave theatre on the 1st floor, at the address Lemminkäisenkatu 12b, FI-20520 Turku. Reception of those who have registered for the meeting will start at 9:00 a.m. (EEST). Instructions to shareholders are given in Part C "Instructions for participants in the Annual General Meeting" of this notice.
A Matters on the agenda of the Annual General Meeting
The following matters shall be addressed at the meeting:
1 OPENING the meeting
2 Calling the meeting to order
3 Election of persons to scrutinize 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 2023
- CEO's report.
The financial statements, the report of the Board of Directors and the auditor's report are available on HKScan Corporation's website at www.hkscan.com.
7 Adoption of the financial statements
8 Resolution on the use of profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting of Shareholders that no dividend be paid for the financial year 2023.
9 Resolution on the discharge from liability of the members of the Board of Directors and the CEO for the financial period 1 January – 31 December 2023
10 Handling of the remuneration report for governing bodies
The Board of Directors proposes to the Annual General Meeting that the remuneration report for governing bodies be confirmed.
The remuneration report 2023 will be available on HKScan Corporation's website at www.hkscan.com as from 15 March 2024 at the latest.
11 Handling of the remuneration policy for governing bodies
The Board of Directors proposes that the Annual General Meeting approves the remuneration policy for governing bodies. The remuneration policy was last presented to the Annual General Meeting on 10 June 2020.
The remuneration policy will be available on HKScan Corporation's website at www.hkscan.com as from 15 March 2024 at the latest.
12 Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the following yearly fees be paid to the members of the Board of Directors for the term beginning at the end of the Annual General Meeting and ending at the end of the 2025 Annual General Meeting:
- Chair of the Board of Directors EUR 70,000 (2023: 70,000),
- Vice Chair of the Board of Directors EUR 37,500 (37,500),
- other ordinary members of the Board of Directors EUR 30,000 (30,000),
- deputy members of the Board of Directors EUR 15,000 (15,000),
- in addition, to the Board member functioning as Chair of the Audit Committee EUR 15,000 (10,000) and to the Board member functioning as Chair of other committees (Compensation, Working and Special Committee) EUR 5,000 (5,000).
The Shareholders' Nomination Board also proposes that the annual remuneration to Board members and deputy members is paid in Company shares and cash so that 25% 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 (2) weeks after the publication of HKScan Corporation's interim report 1 January – 30 September 2024 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. If 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.
The Shareholders' Nomination Board proposes that a compensation of EUR 650 (650) per a meeting is paid for all the Board members for each attended Board and Board committee meeting, and a compensation of EUR 300 (300) for a meeting or occasion, which requires participation as member of the Board of Directors. Travel expenses of the members of the Board of Directors will be compensated according to the Company's travel policy.
13 Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that eight (8) ordinary members be elected to the Board of Directors.
14 Election of members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that Reijo Kiskola, Anne Koutonen, Jari Mäkilä and Terhi Tuomi be re-elected as members of the Board of Directors for a term starting at the end of the Annual General Meeting and expiring at the closing of the 2025 Annual General Meeting. The Nomination Board also proposes that current deputy Board member Ilkka Uusitalo as well as Niclas Diesen, Lauri Sipponen and Sami Yski be elected as new members of the Board until the end of the Annual General Meeting 2025.
All Board member candidates have given their consent for the election.
Of the current members of the Board of Directors, Harri Suutari and Per Olof Nyman as well as deputy member Ove Conradsson were no longer available for the positions.
Biographical details and independence assessments of all proposed Board members will be available on HKScan Corporation's website at www.hkscan.com as from 28 March 2024 at the latest.
15 Resolution on the remuneration of the auditor and the sustainability ASSURER
The Board of Directors' Audit Committee has prepared a proposal to the Board of Directors. 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. The Board of Directors also proposes that remuneration shall be paid to the sustainability assurer against a reasonable invoice for measures related to the review of sustainability reporting.
16 Election of the auditor and the sustainability assurer
The Board of Directors' Audit Committee has prepared a proposal to the Board of Directors. The Board of Directors proposes to the Annual General Meeting that auditing firm Ernst & Young Oy be elected as the auditor of the Company until the end of the Annual General Meeting 2025. Auditing firm Ernst & Young Oy has notified the Company that it will appoint Maria Onniselkä, Authorized Public Accountant, as the lead audit partner. In addition, the Board of Directors proposes that sustainability auditing firm Ernst & Young Oy be elected as the sustainability assurer until the end of the Annual General Meeting 2025, with Maria Onniselkä, M.Sc. (Econ.), Authorized Sustainability Auditor (ASA) as the lead sustainability assurer.
The Board of Directors also proposes that the Annual General Meeting requests the auditor to give a statement in the auditor's report on the adoption of the financial statements, the granting of discharge from liability and the Board of Directors' proposal for distribution of funds.
17 Resolution on changing the Company's name
On 28 February 2024, the Extraordinary General Meeting of the Company confirmed and approved the sale of HKScan's Swedish business to the Swedish Lantmännen ek för in accordance with the agreement signed by the Company on 29 December 2023. The resolution of the Extraordinary General Meeting is conditional and subject to the conditions for the sale of the Swedish business, including the regulatory approvals required for the transaction, being otherwise fulfilled. As part of the arrangement, the Company has undertaken to change its name after a certain transitional period, which in turn requires an amendment to the section of the Company's Articles of Association relating to the Company's name.
The Board of Directors proposes to the Annual General Meeting that upon completion of the sale of the Swedish business, Article 1 of the Articles of Association concerning the Company's name be amended as follows:
"1 § The name of the company is HKFoods Oyj, in Swedish HKFoods Abp and in English HKFoods Plc. The domicile of the company is Turku."
The resolution is conditional on the completion of the sale of the Swedish business. The Board of Directors of the Company is authorized to confirm the fulfillment of the conditions and to implement the resolution of the General Meeting to amend the Articles of Association.
18 Resolution on the partial amendment of the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the General Meeting resolves on technical amendments to the Company's Articles of Association so that the agenda of the Annual General Meeting set out in Article 8 of the Articles of Association is amended in accordance with the current Finnish Companies Act to include references to the adoption of the remuneration report and, where applicable, the remuneration policy, and, where applicable, the election of the sustainability assurer and the decision on their remuneration, and otherwise updated to comply with the wording of the current Finnish Companies Act. The Board of Directors also proposes that Article 12 of the Articles of Association be updated in accordance with the current Auditing Act so that the Company shall have at least one (1) auditor, which must be an auditing firm approved by the Finnish Patent and Registration Office.
In accordance with the proposal of the Board of Directors, Article 8 of the Company's Articles of Association is proposed to be amended as follows:
"8 § The Annual General Meeting of Shareholders
shall be presented with
- the financial statements and the report of the Board of Directors;
- the auditors' report;
- an explanation by the Board of Directors warranted by any comments made by the auditors;
resolve on
- the adoption of the financial statements;
- the use of the profit shown on the balance sheet;
- the discharge from liability of members of the Board of Directors and of the CEO;
- the adoption of the remuneration report for governing bodies;
- the adoption of the remuneration policy for governing bodies, if needed;
- remuneration of members and deputy members of the Board of Directors and of the auditors and, if needed, the sustainability assurers;
- the number of members on the Board of Directors, and if needed, deputy members;
be appointed
- the members of the Board of Directors, and if needed, deputy members;
- the auditors, and if needed, the sustainability assurers;
dealt with
any other business contained in the notice of meeting."
In addition, in accordance with the proposal of the Board of Directors, Article 12 of the Company's Articles of Association is proposed to be amended as follows:
"12 § The company has at least one (1) auditor, which must be an auditing firm approved by the Finnish Patent and Registration Office. The term of office of the auditor shall end at the end of the Annual General Meeting following the appointment."
19 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 of 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 4,700,000 Series A shares in total, which corresponds to approximately 4.74 percent of all the shares in the Company and approximately 5.02 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 based on 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 to develop the capital structure of the Company. In addition, the shares may be purchased under the proposed authorization 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 2025.
The authorization revokes that granted on 20 April 2023 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. However, the authorization does not revoke the authorization granted by the Extraordinary General Meeting on 28 February 2024 to the Board of Directors to decide on the acquisition of own Series A and Series K shares.
20 Closing of the meeting
B Documents of the Annual General Meeting
The proposals of the Board of Directors and the Shareholders' Nomination Board for the decisions on the matters on the agenda of the Annual General Meeting, and this notice are available on HKScan Corporation's website at www.hkscan.com. The Company's Annual and Corporate Responsibility Report, which includes the Company's financial statements, the report of the Board of Directors and the Auditor's report, as well as the remuneration report and the remuneration policy are available on HKScan Corporation's website on 15 March 2024 at the latest. The proposals of the Board of Directors and the Shareholders' Nomination Board as well as the financial statements will also be available at the Annual General Meeting and 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 2 May 2024.
C Instructions for participants in the Annual General Meeting
1. Shareholder entered in the shareholders' register
Each shareholder, who is registered on the record date of the Annual General Meeting on 8 April 2024, in the Company's shareholders' register held by Euroclear Finland Oy, 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 11 April 2024 at 4:00 p.m. (EEST), by which the registration must be received. Notification may be made:
(a) through the Company's website at www.hkscan.com;
(b) by email to [email protected]; 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 or proxy representative. Personal information given to the Company will be used solely in the context of the Annual General Meeting and the processing of related registrations.
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.
Possible letters of proxy should be sent by email to [email protected] or as original letters of proxy to HKScan Corporation, Annual General Meeting, P.O. Box 50, FI-20521 Turku, Finland before the close of the registration deadline.
Corporation owners can use the Suomi.fi electronic authorization service instead of traditional power of attorney to authorize an agent. A proxy presentative is appointed in the Suomi.fi service at www.suomi.fi/e-authorizations using the proxy box "Representation at the General Meeting". The proxy entitles its holder to represent the assignor at the General Meeting. When registering for the General Meeting, the proxy will be identified by strong electronic authentication in the General Meeting Service. Strong electronic authentication works with bank IDs or with mobile authentication. More information on electronic proxy voting is available at www.suomi.fi/e-authorizations.
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, 8 April 2024, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder based on such shares has been temporarily registered into the shareholders' register held by Euroclear Finland Oy at the latest by 15 April 2024 at 10:00 a.m. (EEST). As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
Holders of nominee registered shares are advised to request from their asset manager without delay the necessary instructions concerning registration in the shareholders' register, the issue of letters of proxy and registration for the Annual General Meeting. The asset manager's account operator must notify for temporary registration in the Company's shareholders' 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
The meeting shall be held in Finnish. There will be a simultaneous interpretation in English at the meeting venue.
Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
Changes in shareholding after the record date of the Annual General Meeting, 8 April 2024, do not affect the right to participate in the meeting or the number of voting rights held in the meeting. On the date of this notice of the Annual General Meeting the total number of shares in HKScan Corporation is 93,551,781 A shares and 5,400,000 K shares and the total number of votes is 93,551,781 for A shares and 108,000,000 for K shares.
Turku, 15 March 2024
HKScan Corporation
Board of Directors