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2010-04-23 14:30:00 CEST 2010-04-23 14:30:01 CEST BIRTINGARSKYLDAR UPPLÝSNINGAR HKScan Oyj - Decisions of general meetingRESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF HKSCAN CORPORATIONHKScan Corporation STOCK EXCHANGE RELEASE 23 April 2010, at 3.30pm RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF HKSCAN CORPORATION The Annual General Meeting of HKSCan Corporation has on this date adopted the parent company's and consolidated financial statements and discharged the members of the Board of Directors and the CEO from liability for the year 2009. The Annual General Meeting resolved on the payment of EUR 0.22 per share in dividend for 2009 in accordance with the proposal of the Board of Directors. The dividend will be paid to those shareholders who at the record date of 28 April 2010 are registered in HKScan's share register maintained by Euroclear Finland Ltd (the Finnish Central Securities Depository APK). The date of payment is 5 May 2010. ELECTION OF THE BOARD OF DIRECTORS In accordance with the recommendation given by the Board of Directors' Nomination Committee, the Annual General Meeting resolved that the annual remuneration payable to the members of the Board of Directors is: EUR 21,000 to Board member, EUR 25,800 to Vice Chairman of the Board and EUR 51,600 to Chairman of the Board. In addition, a compensation of EUR 500 per meeting is paid for attendance at Board and Board committee meetings. Travel expenses will be compensated according to company travel policy. In accordance with the recommendation given by the Board of Directors' Nomination Committee, the Annual General Meeting confirmed that the number of members of the Board of Directors is six. Mr Markku Aalto, Ms Tiina Varho-Lankinen, Mr Matti Karppinen and Mr Matti Murto were re-elected for a further term of office and Mr Pasi Laine and Mr Otto Ramel were elected as new members of the Board of Directors. At the organisation meeting held immediately following the Annual General Meeting, the Board re-elected Mr Markku Aalto as its Chairman and Ms Tiina Varho-Lankinen as Vice Chairman. Newly elected Mr Pasi Laine is President of Energy and Environmental Technology at Metso Group. He has a Master of Science's degree from Helsinki University of Technology. Mr Otto Ramel is farm entrepreneur and beef producer. He has an Agricultural Technologist degree from the Swedish Agricultural University and a BA in business from Lund University. Biographical details of all Board members are available on HKScan Corporation's website at www.hkscan.com. ELECTION OF AUDITOR In accordance with the recommendation given by the Board of Directors' Audit Committee, the Annual General Meeting resolved that the remuneration of the auditor will be paid according to the auditor's invoice accepted by the company. In accordance with the recommendation given by the Audit Committee, the Annual General Meeting elected PricewaterhouseCoopers Oy, an audit firm chartered by the Central Chamber of Commerce, with APA Johan Kronberg as responsible auditor, and APA Petri Palmroth as the Company's auditors until the close of the next Annual General Meeting. APA Mika Kaarisalo and APA Pasi Pietarinen were elected as deputy auditors. AMENDMENTS OF THE ARTICLES OF ASSOCIATION The Annual General Meeting decided on the amendment of Articles 6,7 and 9 of the Articles of Association, concerning the venue of general meetings, the notice to general meetings and the Board of Directors of the Company, respectively, to read as follows: “Article 6 The Annual General Meeting of Shareholders shall be held annually by the end of June on a date to be determined by the Board of Directors. General meetings of shareholders may be held in the Company's domicile Turku, Vantaa or Helsinki.” “Article 7 Notices to general meetings of shareholders shall be given to shareholders no earlier than three (3) months and no later than three (3) weeks prior to the meeting, however, no later than nine (9) days prior to the record date of the meeting, by publication of the notice on the Company's website and, if so decided by the Board of Directors, in one or more national newspapers as determined by the Board of Directors.” “Article 9 The Company has a Board of Directors comprising between five and seven (5-7) members. The Board of Directors elects a chairman and deputy chairman from among its members.” AUTHORISATION TO DECIDE ON THE PURCHASE OF THE COMPANY'S OWN SERIES A SHARES The Annual General Meeting authorised the Board of Directors to resolve on purchasing the Company's own Series A shares, as follows: The aggregate number of Series A shares to be purchased shall not exceed 3,500,000, which corresponds to approximately 6.5% of all the shares in the Company and approximately 7.2% of all the Series A shares in the Company. The Company's own shares may be purchased on the basis of the authorisation only by using non-restricted equity. The Company's own 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 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). The authorisation is effective until 30 June 2011. The authorisation revokes that granted on 23 April 2009 by the Annual General Meeting to the Board of Directors to acquire the company's own A Shares. AUTHORISATION TO RESOLVE ON AN ISSUE OF SHARES, OPTIONS AS WELL AS OTHER INSTRUMENTS ENTITLING TO SHARES The Annual General Meeting authorised the Board of Directors to resolve on an issue of shares, options, as well as other instruments entitling to shares as referred to in Chapter 10 Section 1 of the Companies Act, as follows: This authorisation concerns the issuance of Series A shares. The Board of Directors shall be authorised to decide on the number of shares to be issued. The authorisation shall, however, be limited to a maximum of 5,500,000 Series A shares. The maximum amount of the shares covered by the authorisation corresponds to approximately 10.2% of all the registered shares of the Company and approximately 11.3% of all the Series A shares in the Company. The Board of Directors shall be authorised to resolve upon all the terms and conditions of the issue of shares and other instruments entitling to shares. The authorisation to issue shares shall cover the issuing of new shares as well as the transfer of the Company's own shares. The issue of shares and other instruments entitling to shares may be implemented as a directed issue. The authorisation shall be effective until 30 June 2011. The authorisation revokes that granted on 23 April 2009 by the Annual General Meeting to the Board of Directors to resolve on an issue of shares, options as well as other instruments entitling to shares. The authorisations to purchase the Company's own shares and to issue new shares are 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. A directed purchase of the Company's own shares and a directed share issue always requires a weighty economic reason for the Company and the authorisations may not be utilized inconsistently with the principle of equal treatment of shareholders. The minutes of the Annual General Meeting will be made available on HKScan's website no later than on 7 May 2010. HKScan Corporation Board of Directors Further information is available from HKScan Corporation CEO Matti Perkonoja. Please leave any messages for him to call with Marjukka Hujanen on +358 (0)10 570 6218. HKScan is one of the leading food companies in northern Europe with home markets in Finland, Sweden, the Baltics and Poland. HKScan manufactures, sells and markets pork and beef, poultry products, processed meats and convenience foods under several well-known local brand names. Its customers are retail, the HoReCa sector, industry and export customers. HKScan is active in nine countries and has some 10,000 employees. It had net sales of 2.1 billion euro in 2009. DISTRIBUTION: Nasdaq OMX, Helsinki Main media www.hkscan.com |
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