Proposal of HKScan Corporation’s Shareholders' Nomination Board to the following Annual General Meeting

HKScan Corporation, Stock Exchange Release, 29 February 2024 at 12:00 EET

Proposal of HKScan Corporation’s Shareholders' Nomination Board to the following Annual General Meeting

The Shareholders' Nomination Board of HKScan Corporation has prepared proposals on the composition and the remuneration of the Board of Directors to the HKScan’s 2024 Annual General Meeting.

Number of Board members and composition of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that eight (8) ordinary members shall be elected to the Board of Directors.

The Nomination Board proposes that Reijo Kiskola, Anne Koutonen, Jari Mäkilä and Terhi Tuomi shall 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. As new members of the Board are proposed current deputy Board member Ilkka Uusitalo and Niclas Diesen, Lauri Sipponen and Sami Yski until the end of the Annual General Meeting 2025.
The above-mentioned candidates have given their consent for the election.
The current Board of Directors members, Harri Suutari and Per Olof Nyman and the deputy member Ove Conradsson were no longer available for the position.

Biographical details of all nominees for Board members are available on HKScan Corporation’s website at www.hkscan.com on [28 March 2024] at the latest.

Board remuneration

The Nomination Board proposes to the Annual General Meeting that the following yearly fees shall 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 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 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.

Furthermore, the 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.

The proposals of the Nomination Board will be included in the notice to the Annual General Meeting.

HKScan Corporation

Markku Suvanto
EVP, Administration and Legal
 

For further information
Chairman of the Nomination Board Veikko Kemppi, please leave your callback requests to HKScan Media Service Desk [email protected], +358105705700.

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With 110 years of experience, we at HKScan make life tastier – today and tomorrow. Our strategic target is to grow into a versatile food company. Our home markets are Finland and Denmark, where around 3,600 of our professionals make responsible and locally produced food for consumers’ varied food moments. Our well-known brands include HK^®, Kariniemen^®, Via^® and Rose^®. We are developing a more climate-friendly way of producing food. HKScan is a publicly listed company, and in 2023, our net sales from continuing operations totalled nearly EUR 1.2 billion. www.hkscan.com