Profit distribution
The AGM resolved that no dividend will be paid for 2023.
Election and remuneration of the members of the Board of Directors
On the proposal of the Shareholders' Nomination Committee, the AGM resolved, that the number of ordinary members of the Board of Directors is eight (8).
The current Board members Reijo Kiskola,
The AGM resolved that the annual remuneration of the members of the Board of Directors is as follows: for the Chair of the Board of Directors
The annual remuneration of the Chairmen of the Board committees is as follows: for the Board member functioning as Chair of the Audit Committee
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
In addition, a compensation of
Auditor and sustainability assurer
The auditing firm
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 changing the Company's name
The AGM resolved to amend Article 1 of the Articles of Association as follows:
"1 § The name of the company is HKFoods Oyj, HKFoods Abp in Swedish and
Resolution on the partial amendment of the Articles of Association
The AGM resolved to amend Article 8 of the Company's Articles of Association in accordance with the current Finnish Companies Act to include references to the adoption of the remuneration report and, where applicable, the remuneration policy, and, where applicable, the election of the sustainability assurer and the decision on their remuneration, and otherwise updated to comply with the wording of the current Finnish Companies Act.
"8 § The Annual General Meeting of Shareholders
shall be presented with
1. the financial statements and the report of the Board of Directors;
2. the auditors' report;
3. an explanation by the Board of Directors warranted by any comments made by the auditors;
shall resolve on
1. the adoption of the financial statements;
2. the use of the profit shown on the balance sheet;
3. the discharge from liability of members of the Board of Directors and of the CEO;
4. the adoption of the remuneration report for governing bodies;
5. the adoption of the remuneration policy for governing bodies, if needed;
6. remuneration of members and deputy members of the Board of Directors and of the auditors and, if needed, the sustainability assures;
7. the number of members on the Board of Directors, and if needed, deputy members;
shall be appointed
1. the members of the Board of Directors, and if needed, deputy members;
2. the auditors, and if needed, the sustainability assurers;
dealt with
any other business contained in the notice of meeting."
The AGM also resolved to update Article 12 of the Company's Articles of Association in accordance with the current Auditing Act so that the Company shall have at least one (1) auditor, which must be an auditing firm approved by the Finnish Patent and Registration Office.
Authorization to the Board of Directors
The AGM gave the following authorization to the Board:
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 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 4.74 percent of all the shares in the Company and approximately 5.02 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
The authorization revokes the authorization granted by the Annual General Meeting on
The minutes of the Annual General Meeting will be available at www.hkscan.com by
Board of Directors
More information:
HKScan Media Service Desk, tel. +358 10 570 5700 or by email: communications@hkscan.com
With 110 years of experience, we at
DISTRIBUTION:
Nasdaq
Main media
www.hkscan.com
https://news.cision.com/hkscan-oyj/r/resolutions-passed-by-the-annual-general-meeting-of-hkscan-corporation-and-organization-of-the-board,c3963760
(c) 2024 Cision. All rights reserved., source