The shareholders of HKFoods Plc are invited to the Annual General Meeting of the company to be held on Wednesday, 23 April 2025, beginning at 10 a.m. (EEST), at Vierailukeskus Joki, 1st floor, room Cave, Lemminkäisenkatu 12B, 20520 Turku, Finland. Reception of those who have registered for the meeting will start at 9 a.m. (EEST). Instructions to shareholders are given in Part C "Instructions for participants in the Annual General Meeting" of this notice.

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 SCRUTINIZE 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, THE AUDITOR'S REPORT AND THE SUSTAINABILITY REPORTING ASSURER'S REPORT FOR THE YEAR 2024

-          CEO's report.

 

The financial statements, the report of the Board of Directors, the sustainability statement (sustainability report), the auditor's report and the report of the sustainability reporting assurer are available on HKFoods Plc's website at www.hkfoods.com as from 28 March 2025 at the latest.

  1. ADOPTION OF THE FINANCIAL STATEMENTS
  2. RESOLUTION ON THE USE OF PROFIT SHOWN ON THE BALANCE SHEET AND ON THE DISTRIBUTION OF FUNDS FROM THE RESERVE FOR INVESTED UNRESTRICTED EQUITY OF THE COMPANY AS WELL AS AUTHORIZING THE BOARD OF DIRECTORS TO RESOLVE ON THE DISTRIBUTION OF FUNDS FROM THE RESERVE FOR INVESTED UNRESTRICTED EQUITY

The Board of Directors proposes to the Annual General Meeting that no dividend shall be paid for the financial year 2024.

 

The Board of Directors further proposes that the Annual General Meeting resolves to distribute EUR 0.09 per share (which would correspond to a total of EUR 8,091,933.57 for all 89,910,373 shares currently registered and outstanding) from the company's reserve for invested unrestricted equity for the year 2024. The capital repayment shall be paid to the shareholder who is registered in the company's shareholders' register maintained by Euroclear Finland Ltd on the record date of the payment. The record date for the capital repayment is 25 April 2025 and the payment date is 5 May 2025.

 

The Board of Directors further proposes that the Annual General Meeting authorises the Board of Directors, at its discretion, to decide on the distribution of the funds to the shareholders recorded in the reserve for invested unrestricted equity up to a maximum amount of EUR 0.05 per share (which would correspond to a maximum total of EUR 4,495,518.65 for all 89,910,373 shares currently registered and outstanding). Under the authorisation, funds can be distributed in one or more instalments. The authorisation is valid until the beginning of the next Annual General Meeting. The company will announce any decision by the Board of Directors on the repayment of capital and, at the same time, the record and payment dates for the repayment of capital. Capital repayments payable under the authorisation will be paid to shareholders who, on the record date for such capital repayment, are entered in the shareholders' register of the company maintained by Euroclear Finland Oy.

  1. RESOLUTION ON THE DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FOR THE FINANCIAL PERIOD 1 JANUARY–31 DECEMBER 2024
  2. HANDLING OF THE REMUNERATION REPORT FOR GOVERNING BODIES

The Board of Directors proposes to the Annual General Meeting that the remuneration report for governing bodies be confirmed.

 

The remuneration report 2024 will be available on HKFoods Plc's website at www.hkfoods.com as from 28 March 2025 at the latest.

  1. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

The Shareholders' Nomination Board proposes to the Annual General Meeting 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 2026 Annual General Meeting:

 

•            Chair of the Board of Directors EUR 70,000 (2024: 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 15,000 (15,000) and to the Board member functioning as Chair of other committees (Compensation, Working and Special Committee) EUR 5,000 (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 (2) weeks after the publication of HKFoods Plc's interim report 1 January–30 September 2025 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 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.

  1. RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS

The Shareholders' Nomination Board proposes to the Annual General Meeting that eight (8) ordinary members be elected to the Board of Directors.

  1. ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS

The Shareholders' Nomination Board proposes to the Annual General Meeting that Reijo Kiskola, Jari Mäkilä Terhi Tuomi, Ilkka Uusitalo, Niclas Diesen, Lauri Sipponen and Sami Yski 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 2026 Annual General Meeting and as a new member shall be elected Outi Henriksson.

 

The above-mentioned candidates have given their consent for the election.

 

The current Board of Directors member Anne Koutonen was no longer available for the position.

 

Biographical details of all nominees for Board members are on HKFoods Plc's website at www.hkfoods.com as from 28 March 2025 at the latest.

  1. AMENDMENT TO THE CHARTER OF THE NOMINATION BOARD

The Shareholders' Nomination Board proposes to the Annual General Meeting that the Board’s Charter be amended with regard to items 1, 6 and 8 as follows:

  • item 1 company name, HKFoods Plc
  • item 6, the Nomination Board shall also take into account the general familiarity with sustainability issues (environmental, social responsibility, good governance) when proposing members; and
  • item 8, the Nomination Board shall submit its proposals to the Board of Directors in good time so that the proposals can be included in the invitation to the Annual General Meeting.
  1. RESOLUTION ON THE REMUNERATION OF THE AUDITOR AND THE SUSTAINABILITY REPORTING ASSURER

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. The Board of Directors also proposes that remuneration shall be paid to the sustainability reporting assurer against a reasonable invoice for measures related to the review of sustainability reporting.

  1. ELECTION OF THE AUDITOR AND THE SUSTAINABILITY REPORTING ASSURER

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 the auditor of the Company until the end of the Annual General Meeting 2026. Auditing firm Ernst & Young Oy has notified the Company that it will appoint Maria Onniselkä, Authorized Public Accountant, as the lead audit partner. In addition, the Board of Directors proposes that sustainability auditing firm Ernst & Young Oy be elected as the sustainability reporting assurer until the end of the Annual General Meeting 2026, with Maria Onniselkä, M.Sc. (Econ.), Authorized Sustainability Auditor (ASA) as the lead sustainability reporting assurer.

 

The Board of Directors also proposes that the Annual 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.

 

  1. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON ISSUANCE OF SHARES 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 Series A shares or those Series A shares that are in the company’s possession. Under the authorization, a maximum of 9,000,000 Series A shares, which corresponds to approximately 9.1 percent of all the shares in the Company and approximately 9.6 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 may be used for developing the company's capital structure, expanding the ownership base, financing or executing acquisitions or other arrangements, as well as for implementing share-based incentive schemes and share-based rewards for the management of the company and the group. 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 2026.

 

The authorization revokes the authorization granted by the Extraordinary General Meeting on 28 February 2024 to the Board of Directors to decide on the issuance of Series A shares.

  1. 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 1,000,000 Series A shares in total, which corresponds to approximately 1 percent of all the shares in the Company and approximately 1.1 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 purchased 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 2026.

 

The authorization revokes that granted on 18 April 2024 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.

  1. CLOSING OF THE MEETING

B 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 HKFoods Plc's website at www.hkfoods.com. The Company's Annual Report 2024, which includes the Company's financial statements, the report of the Board of Directors, sustainability report, the Auditor's report and sustainability reporting assurer's report, corporate governance statement as well as the remuneration report are available on HKFoods Plc's website at www.hkfoods.com on 28 March 2025 at the latest. The proposals of the Board of Directors and the Shareholders' Nomination Board as well as the financial statements will also be available at the Annual General Meeting and 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 HKFoods Plc's website at www.hkfoods.com no later than on 7 May 2025.

 

C Instructions for participants in the Annual General Meeting

1. Shareholder entered in the shareholders' register

Each shareholder, who is registered on the record date of the Annual General Meeting on 9 April 2025, 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.

 

A shareholder who wishes to attend the Annual General Meeting must notify the Company of their intention of doing so by 14 April 2025 at 4:00 p.m. (EEST), by which the registration must be received. Notification may be made:

(a) through the Company's website at www.hkfoods.com,

(b) by email to legal@hkfoods.com, or

(c)  by regular mail to: HKFoods Plc, 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 or proxy representative. Personal information given to the Company will be used solely in the context of the Annual General Meeting and the processing of related registrations.

 

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.

Possible letters of proxy should be sent by email to legal@hkfoods.com or as original letters of proxy to HKFoods Plc, Annual General Meeting, P.O. Box 50, FI-20521 Turku, Finland before the close of the registration deadline.

 

Corporation owners can use the Suomi.fi electronic authorization service instead of traditional power of attorney to authorize an agent. A proxy presentative is appointed in the Suomi.fi service at www.suomi.fi/e-authorizations using the proxy box "Representation at the General Meeting". The proxy entitles its holder to represent the assignor at the General Meeting. When registering for the General Meeting, the proxy will be identified by strong electronic authentication in the General Meeting Service. Strong electronic authentication works with bank IDs or with mobile authentication. More information on electronic proxy voting is available at www.suomi.fi/e-authorizations.

 

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, 9 April 2025, 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 temporarily registered into the shareholders' register held by Euroclear Finland Oy at the latest by 16 April 2025 at 10:00 a.m. (EEST). 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 shareholders' register, the issue of letters of proxy and registration for the Annual General Meeting. The asset manager's account operator must notify for temporary registration in the Company's shareholders' 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

The meeting shall be held in Finnish.

 

Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.

 

Changes in shareholding after the record date of the Annual General Meeting, 9 April 2025, do not affect the right to participate in the meeting or the number of voting rights held in the meeting. On the date of this notice of the Annual General Meeting the total number of shares in HKFoods Plc 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. As at the date of this notice, the Company holds, directly or through its subsidiaries, a total of 665,000 own K shares and 8,376,408 own A shares, which are not entitled to vote at the Annual General Meeting.

 

 

Turku, 11 March 2025

HKFoods Plc

Board of Directors

 

With 110 years of experience, we at HKFoods make life tastier – today and tomorrow. With 3,000 professionals, we make responsible and locally produced food for consumers' various food moments. Our well-known brands in Finland are HK®, Kariniemen® and Via®. We are developing a more climate-friendly way of producing food. HKFoods is a publicly listed company, and in 2024, our net sales totalled EUR 1 billion. www.hkfoods.com

 

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