Resolutions passed by the Annual General Meeting of HKScan Corporation and organization of the Board of Directors

HKScan Corporation, Stock Exchange Release, 20 April 2023 at 2.45 p.m. EET

HKScan Corporation’s Annual General Meeting, held on 20 April 2023 in Turku, adopted the parent company’s and consolidated financial statements, discharged the members and the deputy members of the Board of Directors and the CEOs from liability for the year 2022 and adopted the remuneration report for governing bodies. In accordance with the proposals, the AGM decided the following:  

Dividend

The AGM resolved that no dividend will be paid for 2022.

Election of the members of the Board of Directors and remuneration

The AGM resolved that the number of actual members of the Board of Directors is six (6) and that two (2) deputy members will be elected to the Board of Directors.

The current Board members Reijo Kiskola, Jari Mäkilä, Anne Leskelä, Per Olof Nyman, Harri Suutari and Terhi Tuomi were re-elected until the end of the Annual General Meeting 2024. In addition, Ilkka Uusitalo and Ove Conradsson were re-elected as deputy Board members until the end of the Annual General Meeting 2024. At the organizational meeting after the AGM, the Board re-elected Reijo Kiskola as Chairman and Jari Mäkilä as Vice Chairman. 

The AGM resolved that the amount of the annual remuneration payable to the members of the Board of Directors is as follows: to Chair of the Board of Directors EUR 70,000 (2022: 70,000), to Vice Chair of the Board of Directors EUR 37,500 (37,500) and to other ordinary members of the Board of Directors EUR 30,000 (30,000). An annual remuneration to deputy members of the Board of Directors is EUR 15,000 (15,000). To Chairmen of the Board committees an annual remuneration is as follows: to the Board member functioning as Chair of the Audit Committee EUR 10,000 (10,000) and to the Board member functioning as Chair of other committees (Compensation, Working and Special Committee) EUR 5,000 (5,000).

The AGM also resolved that the annual remuneration 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 2023 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.

In addition, a compensation of EUR 650 (650) per meeting will be 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 their attendance as a 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.

Auditors

The auditing firm Ernst & Young Oy was elected as the Company’s auditor until the end of the next Annual General Meeting. Ernst & Young has notified that it will appoint Maria Onniselkä, Authorized Public Accountant, as the lead audit partner. The AGM also resolved to request 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.

Resolution on the partial amendment of the Articles of Association

The AGM resolved to amend Article 6 of the Company's Articles of Association so that a remote meeting may be held without a meeting venue as an alternative to a physical or hybrid meeting.

Authorizations to the Board of Directors

The AGM gave the following two authorizations to the Board:

1. The Board of Directors was authorized 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 those Series A shares that are in the Company’s possession. Under the authorization, a maximum of 2,000,000 Series A shares, which corresponds to approximately 2.00 percent of all the shares in the Company and approximately 2.14 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. 

The authorization to issue new shares, option rights as well as other special rights entitling to shares is proposed to enable the Board of Directors to decide 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 Board of Directors is authorized to resolve on all other terms for the share issue and granting of the special rights entitling to shares. Due to the purpose of use of the authorization, the Board of Directors is authorized to resolve on a directed share issue and on the issue of 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 shall be effective until 30 June 2024. 

The authorization revokes the authorization granted by the Annual General Meeting on 30 March 2022 to the Board of Directors to decide on share issue as well as option rights and other special rights entitling to shares. 

2. The Board of Directors was authorized 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 as follows:

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 4.70 percent of all 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 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 repurchased 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 2024. 

The authorization revokes the authorization granted by the Annual General Meeting on 30 March to the Board of Directors to acquire and/or to accept as pledge the company’s own Series A shares. 

The minutes of the Annual General Meeting will be available at www.hkscan.com no later than by 4 May 2023. 

HKScan Corporation
Board of Directors

More information: HKScan Media Service Desk, tel. +358 10 570 5700 or by email: [email protected]