HKScan Corporation, Notice of the Annual General Meeting, 4 March 2021
NOTICE OF THE ANNUAL GENERAL MEETING
The shareholders of HKScan Corporation are invited to the Annual General Meeting to be held on Thursday, 8 April 2021, beginning at 9 am. (Finnish time), at the Company's head office at Lemminkäisenkatu 48, Turku, Finland. Shareholders of the Company may participate and exercise their shareholder rights in the meeting only by voting in advance and by submitting counterproposals and asking questions in advance. Instructions to the shareholders can be found below in this notice in section Instructions for participants in the Annual General Meeting.
The Board of Directors of the Company has resolved on extraordinary measures pursuant to a temporary derogation from the Finnish Limited Liability Companies Act (677/2020). In order to prevent the spread of the COVID-19 pandemic, the Company has decided to undertake certain actions permitted under the temporary legislation, so that the Annual General Meeting may be organized in a predictable way, taking into account the health and safety of the shareholders, personnel and other stakeholders of the Company.
The pre-recorded presentations of the Chairman of the Board of Directors and the CEO will be shared at the Company's website at www.hkscan@com on the date of the Annual General Meeting.
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
The Chair of the Meeting will be Matti Manner, Attorney-at-Law. In case Matti Manner would not be able to act as the Chair of the Meeting for a weighty reason, the Board of Directors will name another person it deems most suitable to act as the Chair.
3. Election of person to scrutinize the minutes and to supervise the counting of votes
The person to confirm the minutes and to verify the counting of votes will be Olli Saarinen, Manager, Group Treasury, whose presence at the meeting is permitted. In case Olli Saarinen would not be able to act as the person to confirm the minutes and to verify the counting of votes for a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role and whose presence at the meeting is permitted.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
The shareholders who have voted in advance within the period for advance voting and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have attended the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.
6. Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for the year 2020
As participation in the Annual General Meeting is possible only through advance voting, the Company's financial statements, the report of the Board of Directors and the Auditor’s report published on 8 March 2021 are deemed to have been presented to the Annual General Meeting. The documents are available on the Company’s website at www.hkscan.com from 8 March 2021.
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 2020 - 31 December 2020 a dividend of EUR 0.03 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 Oy. The Board of Directors proposes that the record date for the dividend payment be 12 April 2021 and the payment date be 19 April 2021.As the Board of Directors has proposed a dividend less than the minimum amount of minority dividend, the shareholders have the right to demand minority dividend pursuant to Chapter 13 Section 7 of the Finnish Limited Liability Companies Act. The minority dividend must be distributed, if a demand to this effect is made by shareholders who have at least one tenth of all shares. The amount of minority dividend is 8.7 million euros (EUR 0.09 for each share), which corresponds half of the profit of the financial year. A shareholder demanding minority dividend may vote for the minority dividend in advance voting, and no separate demand or counterproposal is required.
9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO for the financial period 1.1.-31.12.2020
10. Handling of the remuneration report for governing bodies
As participation in the Annual General Meeting is possible only through advance voting, the remuneration report published on 8 March 2021 with a stock exchange release is deemed to have been presented to the Annual General Meeting. The remuneration report is available on the Company's website at www.hkscan.com from 8 March 2021. The resolution on the remuneration report is advisory.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the fees remain unchanged and accordingly that the following yearly fees be paid to the members of the Board of Directors for the term beginning at the end of the Annual General Meeting and ending at the end of the 2022 Annual General Meeting:
Chair of the Board of Directors EUR 70,000;
Vice Chair of the Board of Directors EUR 37,500;
other ordinary members of the Board of Directors EUR 30,000;
deputy members of the Board of Directors EUR 15,000;
in addition, to the Board member functioning as Chair of the Audit Committee EUR 7,500 and to the Board member functioning as Chair of other committees (Compensation, Working and Special Committee) EUR 5,000.
The Shareholders’ Nomination Board also proposes that the annual remuneration to Board members and deputy members 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 June 2021 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.
The Shareholders’ Nomination Board proposes that a compensation of EUR 600 per a meeting is paid for all the Board members for each attended Board and Board committee meeting, and a compensation of EUR 300 for a meeting or occasion, which requires participation as 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.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that six (6) ordinary members and two (2) deputy members be elected to the Board of Directors.
13. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes that Reijo Kiskola, Anne Leskelä, Jari Mäkilä, Per Olof Nyman, Harri Suutari and Terhi Tuomi be re-elected as members of the Board of Directors and Carl-Peter Thorwid and Ilkka Uusitalo be re-elected as deputy members of the Board of Directors for a term starting at the end of the Annual General Meeting and expiring at the closing of the 2022 Annual General Meeting.
All Board member candidates have given their consent for election.
Biographical details of all nominees for Board member are available on HKScan Corporation’s website at www.hkscan.com.
14. Resolution on the remuneration of the auditor
The Board of Directors’ Audit Committee has prepared a proposal to the Board of Directors. 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.
15. Election of auditor
The Board of Directors’ Audit Committee has prepared a proposal to the Board of Directors. The Board of Directors proposes to the Annual General Meeting that auditing firm Ernst & Young Oy be elected as auditor of the Company until the end of the Annual General Meeting 2022. Auditing firm Ernst & Young has notified the Company that it will appoint Erkka Talvinko, Authorized Public Accountant, as the lead audit partner.
The Board of Directors also proposes that the general meeting requests 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.
16. 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 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 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 shall be effective until 30 June 2022.
The authorization revokes that granted on 10 June 2020 by the Annual General Meeting to the Board of Directors to decide on share issue as well as option rights and other special rights entitling to shares.
17. 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 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 2022.
The authorization revokes that granted on 10 June 2020 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.
18. Amendment of the Shareholders’ Nomination Board charter
The Shareholders’ Nomination Board proposes to the Annual General Meeting that items 2, 6, 8 and 10 of the charter of the Nomination Board be amended:
item 2, the largest shareholders are determined based on the shareholders’ register on the last business day of May preceding the next Annual General Meeting;
item 6, when preparing the proposal on the composition of the Board of Directors, also the diversity principles determined by the company shall be taken into consideration;
item 8, the Nomination Board shall submit its proposals to the Board of Directors annually by 15 January; and
item 10, the Nomination Board informs the Board of Directors of the proposals to the Annual General Meeting before they are published.
The amended charter is attached to this notice.
19. Closing of the meeting
Documents of the Annual General Meeting
The proposals of the Board of Directors and the Shareholders’ Nomination Board for the decisions on the matters on the agenda of the Annual General Meeting, and this notice are available on HKScan Corporation’s website at www.hkscan.com. HKScan Corporation’s financial statements, the report of the Board of Directors and the Auditor’s report as well as the remuneration report are available on HKScan Corporation’s website from 8 March 2021. HKScan Corporation’s Annual Report will be available on the company’s website in week 11. A copy of the annual report 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 22 April 2021.
Instructions for participants in the Annual General Meeting
In order to prevent the spread of the COVID-19 pandemic, the meeting will be organized so that the shareholders and their proxies are not allowed to be present at the meeting venue. Shareholders and their proxies cannot participate in the meeting through real-time telecommunications or technical means either. Shareholders and their proxies can participate in the meeting and use their shareholder rights only by voting in advance in accordance with the instructions below.
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 25 March 2021 in the Company’s shareholders’ register held by Euroclear Finland Oy, 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. Shareholder may participate in the Annual General Meeting only by voting in advance as described below.
2. Registration for the meeting and advance voting
Registration for the meeting and advance voting shall begin on 10 March 2021 following the deadline for submitting counterproposals. A shareholder registered in the Company's shareholders' register, who wishes to participate in the Annual General Meeting by voting in advance, must register for the meeting and vote in advance no later than by 30 March 2021 at 4 pm. (Finnish time), by which time the registration and votes need to be received.
In connection with registering for the meeting, certain personal details requested must be provided, such as the name, personal identification number or business ID, address and telephone number of the shareholder. If a proxy representative other than the proxy representative named by the Company is used, certain personal details requested must also be provided with respect to the prospective proxy representative, such as their name and personal identification number. Personal information given by the shareholders to Euroclear Finland Oy or a proxy representative named by the Company will be used solely in the context of the Annual General Meeting and the processing of related registrations.
Shareholders, who have a Finnish book-entry account, may register and vote in advance on certain items on the agenda of the Annual General Meeting from 10 March until 30 March 2021 at 4 pm. (Finnish time) by the following means:
a) on the Company’s website www.hkscan.com
Registering and voting in advance requires strong electronic identification (Finnish online banking codes or mobile ID) for natural persons and business ID and the shareholder’s book-entry account number for legal persons.
b) by mail or email
A shareholder may send the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy by letter to Euroclear Finland Oy, AGM/HKScan Corporation, P.O. Box 1110, FI-00101 Helsinki or by email at yhtiokokous@euroclear.eu.
If the shareholder participates in the meeting by sending the votes in advance to Euroclear Finland Oy, the delivery of the votes before the deadline for registering and advance voting constitutes registration for the Annual General Meeting, as long as the information required for registering for the meeting as described above is also provided therein.
Instructions relating to the voting may also be found on the Company's website at www.hkscan.com. Additional information is also available by telephone at +358 (0)10 570 6218, Monday to Friday, at 9 am.– 4 pm. (Finnish time).
3. 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 shareholder, who wants to register for the meeting and vote in advance, is requested, because of the COVID-19 pandemic, to use the proxy service provided by the Company and to authorize Heikki Vesa, attorney-at-law or his nominee, to represent the shareholder and use his/her voting rights at the meeting in accordance with the voting instructions provided by the shareholder. The contact information of attorney-at-law Heikki Vesa can be found below. A shareholder may also use other proxy representatives.
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.
A letter of proxy and voting instructions templates will be made available on the Company's website at www.hkscan.com no later than on 10 March 2021 following the deadline for submitting counterproposals. The contact information of the independent proxy representative: Attorney-at-law Heikki Vesa, Krogerus Attorneys Ltd, Linnankatu 3B, FI-20100 Turku, or e-mail: heikki.vesa@krogerus.com. When authorizing the independent proxy representative, the shareholder must deliver to him a dated proxy document as well as voting instructions no later than on 29 March 2021, by which time the documents must be received by the proxy representative. When authorizing other proxy representative than the beforementioned independent proxy representative, the shareholder is requested to register for the meeting and provide information on the proxy representative well in advance enabling the proxy representative to vote in advance, within the period for advance voting, by 30 March 2021 at 4 pm. (Finnish time).
The delivery of a letter of proxy and the votes in advance to Euroclear Finland Oy before the deadline for registering for the meeting constitutes registration for the Annual General Meeting, as long as the information required for registering for the meeting as described above is also provided therein.
4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by such shares, based on which he/she on the record date of the Annual General Meeting, 25 March 2021, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder based on such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 1 April 2021, by 10 am. (Finnish time). As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the 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 no later than by the abovementioned date and time, and to see to the advance voting on behalf of the holder of nominee registered shares.
5. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal on the items on the agenda of the Annual General Meeting, to be placed for a vote. Such counterproposals are required to be sent to the Company by email to legal@hkscan.com no later than by 9 March 2021. In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the Annual General Meeting. Should the counterproposal not be placed for a vote at the meeting, advance votes in favor of the proposal will not be taken into account. The Company will publish the counterproposals, if any, that may be voted on its website www.hkscan.com no later than by 10 March 2021.
A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the meeting until 23 March 2021 by email to legal@hkscan.com or by mail to HKScan Corporation, Annual General Meeting, P.O. Box 50, FI-20521 Turku. Such questions from shareholders, the Company’s management’s answers to them, and any counterproposals that have not been placed for a vote will be made available on the Company’s website at www.hkscan.com no later than by 26 March 2021. In order to ask questions or make counterproposals, shareholders are required to provide adequate evidence of their shareholding.
On the date of this notice of the Annual General Meeting, 4 March 2021, the total number of shares in HKScan Corporation is 93,551,781 A shares and 5,400,000 K shares and the total number of votes is 93,551,781 for A shares and 108,000,000 for K shares.
Turku, 4 March 2021
HKScan Corporation
Board of Directors