Proposal of HKScan Corporation’s Shareholders' Nomination Board to the following Annual General Meeting

The Shareholders' Nomination Board of HKScan Corporation has prepared proposals on the composition and the remuneration of the Board of Directors to the HKScan’s 2023 Annual General Meeting.

Number of Board members and composition of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that six (6) ordinary members and two (2) deputy members shall be elected to the Board of Directors.

The Nomination Board proposes that Reijo Kiskola, Anne Leskelä, Jari Mäkilä, Per Olof Nyman, Harri Suutari and Terhi Tuomi shall be re-elected as 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 2024 Annual General Meeting. The Nomination Board also proposes that as deputy Board members shall be re-elected Ilkka Uusitalo and Ove Conradsson until the end of the Annual General meeting 2024.

All Board member candidates have given their consent for election.

Biographical details of all nominees for Board members are available on HKScan Corporation’s website at www.hkscan.com on 31 January 2023 at the latest.

Board remuneration

The Nomination Board proposes to the Annual General Meeting that the following yearly fees shall 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 2024 Annual General Meeting:

Chair of the Board of Directors EUR 70,000 (2022: 70,000),
Vice Chair of the Board of Directors EUR 37,500 (37,500),
other ordinary members of the Board of Directors EUR 30,000 (30,000),
deputy members of the Board of Directors EUR 15,000 (15,000),
in addition, to the Board member functioning as Chair of the Audit Committee EUR 10,000 (10,000) and to the Board member functioning as Chair of other committees (Compensation, Working and Special Committee) EUR 5,000 (5,000).

The 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 September 2023 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.

Furthermore, the Nomination Board proposes that a compensation of EUR 650 (650) per a meeting is paid for all the Board members for each attended Board and Board committee meeting, and a compensation of EUR 300 (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.

The proposals of the Nomination Board will be included in the notice to the Annual General Meeting.

HKScan Corporation,

Markku Suvanto
EVP, Administration and Legal
 

For further information
Chairman of the Nomination Board Veikko Kemppi, please leave your callback requests to Julia Hautamäki, julia.hautamaki@hkscan.com, +358 40 846 7156.