HKScan Oyj - Notice to general meeting

Notice to HKScan Corporation’s Annual General Meeting

HKScan Corporation          Stock exchange release           16 March 2016    
4 p.m. 


Notice to HKScan Corporation’s Annual General Meeting

The shareholders of HKScan Corporation are invited to the Annual General
Meeting to be held on Wednesday, 13 April 2016, beginning at 10 am, at
Finlandia Hall (Congress Wing, 3rd floor), at the address Mannerheimintie 13,
Helsinki (entrances M1 and K1). Registration of the shareholders who have
notified the Company of their intention of attending the meeting, and coffee
serving will commence at 9 am. 



A. Matters on the agenda of the Annual General Meeting

The following matters shall be addressed at the meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise 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 2015 

- Review by the CEO

7. Adoption of the financial statements

8. 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 2015– 31 December 2015 a dividend of EUR 0.14 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 15 April 2016 and the payment date be 22 April
2016. 

9. Resolution on the discharge from liability of the members of the Board of
Directors and the CEO 

10. 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 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
2016 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. 

11. 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). 

12. Election 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 current Board members Teija Andersen, Niels Borup, Tero
Hemmilä, Mikko Nikula, Henrik Treschow and Pirjo Väliaho be re-elected,
according to their consent, until the end of the Annual General Meeting 2017.
In addition, it is proposed that the current deputy Board members Per Nilsson
and Marko Onnela be re-elected, according to their consent, until the end of
the Annual General Meeting 2017. 

Biographical details of all nominees for Board member are available on HKScan
Corporation’s website at www.hkscan.com. 

13. 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. 

14. 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, which has
appointed APA Jouko Malinen as responsible auditor, to be elected as auditor of
the Company until the end of the Annual General Meeting 2017. The proposed
auditor has consented to the election. 

15. 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 2017.

The authorization revokes authorization granted on 14 April 2015 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. 

16. 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 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 2017.

The authorization revokes that granted on 14 April 2015 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. 

17. Closing of the meeting


B. Documents of the Annual General Meeting

The proposals of the Board of Directors relating to the agenda of the Annual
General Meeting, this notice as well as the annual report of HKScan
Corporation, including the Company’s financial statements, the report of the
Board of Directors and the Auditor’s report may be viewed on HKScan
Corporation’s website at www.hkscan.com on 23 March 2016 at the latest. The
proposals of the Board of Directors and the financial statements will also be
available at the Annual General Meeting. 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 27 April 2016. 


C. Instructions for participants in the Annual General Meeting


1. The right to participate and registration

Each shareholder, who is registered on 1 April 2016 in the Company’s
shareholders’ register held by Euroclear Finland Ltd, 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 8 April 2016 at 4 pm. Notification
may be made: 

a) through the Company’s website www.hkscan.com;

b) by telephone: +358 (0)10 570 6100 (from Monday to Friday 9 am–4 pm); 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. Personal information given to HKScan Corporation will
be used solely in the context of the Annual General Meeting and the processing
of related registrations. 

Pursuant to Chapter 5, section 25 of the Finnish Companies Act, shareholders
present at the Annual General Meeting have the right to request information
about the business transacted at the meeting. 


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. 

Original letters of proxy should be sent to HKScan Corporation, Annual General
Meeting, P.O. Box 50, FI-20521 Turku, Finland before the close of the
registration deadline. 


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, 1 April 2016, would be entitled to
be registered in the shareholders’ register of the company held by Euroclear
Finland Ltd. The right to participate in the Annual General Meeting requires,
in addition, that the shareholder on the basis of such shares has been
registered into the temporary shareholders’ register held by Euroclear Finland
Ltd at the latest by 8 April 2016, by 10 am. As regards nominee registered
shares this constitutes due registration for the Annual General Meeting. 

Holders of nominee registered shares are advised to request from their asset
manager without delay the necessary instructions concerning registration in the
shareholder register, the issue of letters of proxy and registration for the
Annual General Meeting. The asset manager’s account operator must notify for
registration in the Company’s temporary shareholder 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

On the date of this notice of the Annual General Meeting, 16 March 2016, the
total number of shares in HKScan Corporation is 49 626 522 A shares and 5 400
000 K shares and the total number of votes is 49 626 522 for A shares and 108
000 000 for K shares. 



Turku 16 March 2016


HKScan Corporation
Board of Directors


For further details, kindly contact Aki Laiho, Deputy CEO, HKScan Corporation
Please submit a call-back request via Marja-Leena Dahlskog, SVP Communications,
HKScan Corporation, marja-leena.dahlskog(at)hkscan.com or tel. +358 10 570
2142. 


HKScan is the leading Nordic meat expert. 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 2014, HKScan had net sales of approximately EUR 1.9 billion
and some 7 400 employees. HKScan is one of Europe’s leading meat companies. 


DISTRIBUTION:
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Main media
www.hkscan.com