Annual General Meeting and Board of Directors’ authorizations
The Annual General Meeting of HKScan Corporation was held on 13 April 2016 in Helsinki. The resolutions of the AGM, including authorizations given to the Board, are reported in full in a stock release the same day.
The AGM resolved that a dividend of EUR 0.14 be paid for 2015. All the Board members: Teija Andersen, Niels Borup, Tero Hemmilä, Mikko Nikula, Henrik Treschow and Pirjo Väliaho, as well as both deputy Board members: Per Nilsson and Marko Onnela were re-elected for a further term of office. At the organizational meeting, the Board re-elected Mikko Nikula as Chairman and Niels Borup as Vice Chairman. Tero Hemmilä resigned from the Company's Board on 11 May 2016.
PricewaterhouseCoopers Oy, an audit firm chartered by the Central Chamber of Commerce, with APA Jouko Malinen as the main auditor, was elected as the actual auditor until the close of the next Annual General Meeting.
In April 2016, the Board exercised the authorizations given by the AGM in conjunction to the directed share issue according to the Group’s share based incentive plan 2013, payment of the rewards for the performance period 2013–2015.
Changes in the senior management
On 27 May, HKScan announced that Jari Latvanen had been appointed as HKScan’s new President and CEO. He began in the position on 31 October 2016. His predecessor, Mr Hannu Kottonen, had left the company on 20 January 2016. During the interim period, Aki Laiho, deputy CEO and COO, assumed the position of CEO.
In June, Anders Jeppesen Jensen, General Manager at HKScan Denmark left the company and Göran Holm was named acting General Manager of HKScan Denmark on top of his duties as EVP Consumer Business, Scandinavia.
On 2 November, HKScan announced that Jyrki Karlsson had been appointed as the new Executive Vice President, Consumer Business, Finland and Baltics. Samuli Eskola, his predecessor, left the company on 1 November.
On 2 November, HKScan announced that Anu Mankki had been appointed as the new EVP, HR. Her predecessor Sari Suono left the company in the end of September. Ms Mankki assumed her position on 2 January 2017.
Effective as of 19 December 2016, Anne Mere, Chief Marketing Officer (CMO) of HKScan, took over as the new EVP Consumer Business Baltics. She also retained her role as Group CMO. Consequently, Jyrki Karlsson was appointed as EVP responsible for Consumer Business Finland.
After the reporting period, on 8 February 2017, HKScan informed on renewing its Group Leadership Team.
Group Leadership Team
As of 8 February 2017, HKScan’s Group Leadership Team comprises the following members: Jari Latvanen, President and CEO; Sofia Hyléen Toresson, EVP Market Area Sweden (assuming her post on 2 May 2017); Jyrki Karlsson, EVP for Market Area Finland; Svend Schou Borch, EVP Market Area Denmark; Anne Mere, EVP Market Area Baltics; Jukka Nikkinen, EVP Market Area International & Biotech; Heli Arantola, EVP Categories and Concepts (assuming her post on 2 May 2017); Aki Laiho, EVP Operations; Anu Mankki, EVP HR; Tuomo Valkonen, CFO; and Markku Suvanto, EVP Legal.
Shares and shareholders
HKScan Group’s registered and fully paid-up share capital at the beginning and end of 2016 was EUR 66 820 528. The total number of shares issued was 55 026 522, and it was divided into two share series as follows: A Shares, 49 626 522 (90.19% of the total number of shares) and K Shares 5 400 000 (9.81%). The A Shares are quoted on the Nasdaq Helsinki Ltd. The K Shares are held by LSO Osuuskunta (4 735 000 shares) and Lantmännen ek.för. (665 000 shares) and are not listed.
According to the Articles of Association, each A Share conveys one vote, and each K Share 20 votes. Each share gives equal entitlement to a dividend. The shares have no nominal value.
HKScan’s market capitalization at the end of the year stood at EUR 172.3 (205.6) million based on the closing price of the last trading day of the period. The Series A shares had a market value of EUR 155.1 (185.1) million, and the unlisted Series K shares EUR 17.2 (20.6) million correspondingly.
In 2016, a total of 13 313 324 of the company’s shares, with a total value of EUR 42 427 708, were traded. The highest price quoted was EUR 3.89 and the lowest EUR 2.89. The average price was EUR 3.18. At the end of 2016, the closing price was EUR 3.19.
At the end of 2016, the shareholder register maintained by Euroclear Finland Ltd included 13 226 (12 558) shareholders. Nominee-registered and foreign shareholders held 12.6 (24.9) per cent of the company's shares.
Notifications of changes in holdings
On 21 December 2016, Sveriges Djurbönder ek. för notified that the total amount of HKScan Corporation shares owned by them had decreased below the threshold of ten (10) per cent and the share of voting rights had decreased below five (5) per cent. On 21 December 2016, Sveriges Djurbönder owned 3 615 000 HKScan A-shares and 0 K-shares, and 3 615 000 voting rights.
On 21 December 2016, Lantmännen ek.för notified that the total amount of HKScan Corporation shares owned by them had exceeded the threshold of five (5) per cent and the share of voting rights had exceeded the threshold of ten (10) per cent. On 21 December 2016, Lantmännen owned 2 619 750 HKScan A-shares and 665 000 K-shares, and in total 15 919 750 voting rights.
At the beginning the financial year 2016, HKScan held 1 053 734 treasury A shares. On 8 April 2016, in total 44 885 treasury shares were gratuitous transferred to the participants of the share based incentive plan 2013 according to its terms.
At the end of 2016 the Group had 1 008 849 treasury A shares, and they had a market value of EUR 3.2 million and accounted for 1.83% of all shares and 0.64% of all votes.
Share-based incentive scheme
Incentive plan 2016 for the Group key personnel was published the stock exchange release dated on 18 December 2015. The plan covers one performance period, year 2016. The potential reward from the performance period will be based on the HKScan Group’s Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Earnings per Share (EPS).
Rewards from the performance period will be paid partly in the Company’s A series shares and partly in cash as follows: 50 per cent pay-out in 2017 and 50 per cent pay out in 2018. The cash proportion is intended to cover taxes and tax-related costs arising from the rewards to the key personnel. No reward will be paid, if the key employee’s employment or service ends before reward payment. The plan was preliminary directed to 37 people. The rewards to be paid on basis of the performance period are a maximum approximate total of 366 000 HKScan Corporation series A shares and cash payment corresponding to the value of such shares.
Shareholding of the Board of Directors and the President and CEO
At the end of 2016, members of the Board of Directors and the company’s President and CEO and his deputy, as well as their related parties owned a total of 49 144 A Shares, corresponding to 0.09 per cent of the total number of shares and 0.03 per cent of the votes.