HKScan Corporation Stock exchange release
The shareholders of
A Matters on the agenda of the General Meeting
The following matters shall be addressed at the meeting:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Proposal of the Board of Directors on confirming and approving the sale of
HKScan 's Swedish business and on authorizing the Board of Directors to decide on the acquisition of the Company's own shares
6.1 Background
On
According to the agreement, the purchase price for the shares in
The transaction is expected to be closed in the first half of 2024 and is subject to clearance by the
The completion of the sale of the Swedish business is conditional upon the Extraordinary General Meeting of
6.2 Proposal of the Board of Directors on confirming and approving the sale of
The Board of Directors proposes and recommends that the Extraordinary General Meeting confirms and approves the sale of
Further information on the agreement can be found in the company's stock exchange release dated
6.3 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 series K shares
The Board of Directors proposes to the Extraordinary General Meeting that the Board of Directors be authorized to decide on the purchase of the company's own series A shares and series K shares as follows:
The aggregate number of own shares to be acquired shall not exceed 6,869,750 series A shares and 665,000 series K shares in total, which corresponds to approximately 7.61 percent of all the shares in
The shares may be purchased based on the proposed authorization to complete the sale of the Swedish business by using non-restricted equity. 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 maximum amount of consideration payable for the acquisition of a share is
The Board of Directors shall resolve upon other terms and conditions of the purchase. The shares may be acquired in one or more tranches.
The authorization is effective for eighteen (18) months from the decision of the General Meeting.
The authorization does not revoke earlier authorizations granted by the General Meeting to acquire and/or to accept as pledge the company's own shares.
- Proposal of the Board of Directors on authorizing the Board of Directors to decide on the issue of shares
The Board of Directors proposes that the Extraordinary General Meeting authorizes the Board of Directors to decide on the issue of shares as follows:
The shares issued under the authorization are those series A shares or series K shares that are in
The shares may be issued under the proposed authorization to develop the capital structure of the company, to expand the ownership base of the company, or to finance or carry out acquisitions or other arrangements. The Board of Directors is authorized to resolve on all other terms for the share issue. Given the proposed purpose of the authorization, the share issue may take place in a directed manner, i.e., 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 no later than
The authorization revokes earlier authorizations granted by the General Meeting to decide on the issue of shares or option rights and other special rights entitling to shares.
- Closing of the meeting
B Documents of the General Meeting
The aforementioned proposals of the Board of Directors for the decisions on the matters on the agenda of the General Meeting, this notice and
The proposals of the Board of Directors and other aforementioned documents are available also at the Extraordinary General Meeting, and copies of these documents and this notice will be sent to shareholders upon request.
The minutes of the Extraordinary General Meeting will be made available on the website at www.hkscan.com/en/investors-information/Extraordinary-General-Meeting-2024/ no later than on
C Instructions for participants in the General Meeting
1. Shareholder registered in the shareholders' register
Each shareholder, who is registered on
A shareholder who wishes to attend the Extraordinary General Meeting must notify the company of their intention of doing so by
(a) through the company's website at www.hkscan.com/en/investors-information/Extraordinary-General-Meeting-2024/;
(b) by email to legal@hkscan.com; or
(c) by regular mail to:
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 Extraordinary General Meeting and the processing of related registrations.
2. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary 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 Extraordinary General Meeting. If the shareholder participates in the Extraordinary 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@hkscan.com or as originals to
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 the holder to attend 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 Extraordinary General Meeting by such shares, based on which he/she on the record date of the Extraordinary General 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 Extraordinary General Meeting. The asset manager's account operator must notify for registration in the company's temporary shareholders' register any holder of nominee registered shares who wishes to attend the Extraordinary General Meeting. Such notification for registration must be made by the abovementioned date and time.
4. Other information
The meeting shall be held in Finnish.
Pursuant to chapter 5, section 25 of the 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,
Board of Directors
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