HKScan Corporation Stock Exchange Release 8 February 2017 at 9:30 a.m.
HKScan Board's proposals to the Annual General Meeting
HKScan’s Board of Directors and its Audit and Nomination committees have compiled following proposals to the Annual General Meeting to be held on 6 April 2017:
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.
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.
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).
ELECTION 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 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.
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.
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.
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.
PROPOSAL OF THE BOARD OF DIRECTORS ON AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE PURCHASE 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.
AVAILABLE DOCUMENTS
The proposals of the Board of Directors and its Audit and Nomination Committees are available on the Company's website at www.hkscan.com > investor information > annual general meetings. The financial statements documents will be made available for shareholders on the Company's website latest on week 11. Copies of the documents will be sent to shareholders on request. They will also be available at the General Meeting.
NOTICE OF GENERAL MEETING
The notice to the Annual General Meeting will be published on the Company's website and as a stock exchange release at a later date.
HKScan Corporation Board of Directors
Further information is available from Jari Latvanen, President and CEO, and Tuomo Valkonen, CFO. Kindly submit a call-back request to Marja-Leena Dahlskog, SVP Communications, firstname.surname@hkscan.com or tel. +358 10 570 2142
HKScan is the leading Nordic food company. We produce, market and sell 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.
DISTRIBUTION: Nasdaq Helsinki Main media www.hkscan.com
