The Shareholders' Nomination Board of HKFoods Plc has prepared proposals on the composition and the remuneration of the Board of Directors to the HKFoods' 2025 Annual General Meeting.

Number of Board members and composition of the Board of Directors

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

The Nomination Board proposes 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. As a new member of the Board is proposed Outi Henriksson until the end of the Annual General Meeting 2026.
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 available on HKFoods Plc's website at www.hkfoods.com on 24 March 2025 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 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 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 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.

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.

Charter of the Nomination Board

The 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.

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

Foods Plc

Markku Suvanto
EVP, Administration and Legal
 

For further information
Chairman of the Nomination Board Veikko Kemppi, please leave your callback requests to HKFoods Media Service Desk communications@hkfoods.com, +358105705700.

With 110 years of experience, we at HKFoods make life tastier - today and tomorrow. With nearly 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 2023, our net sales from continuing operations totalled EUR 933 million. www.hkfoods.com

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