Resolutions passed by the Annual General Meeting of HKFoods Plc and organization of the Board of Directors

HKFoods Plc's Annual General Meeting, held on 22 April 2026 in Turku, adopted the parent company's and consolidated financial statements, discharged the members of the Board of Directors and the CEO from liability for 2025 and confirmed the remuneration report for governing bodies. In accordance with the proposals, the AGM decided the following:

The use of profit shown on the balance sheet and the distribution of dividend and funds

The Annual General Meeting resolved that the company will distribute a dividend of EUR 0.08 per share for the financial year 2025 and that the remainder of the profit for the financial year will be recorded in retained earnings from previous financial years. The dividend is paid to a shareholder who is registered in the shareholders' register of the company maintained by Euroclear Finland Ltd on the record date of the payment. The record date is 24 April 2026, and the payment date is 4 May 2026.

The Annual General Meeting further resolved to authorize the Board of Directors to decide, at its discretion, on the distribution of funds recorded in the reserve for invested unrestricted equity, up to a maximum of EUR 0.07 per share. Under the authorization, funds can be distributed in one or more instalments. The authorization is valid until the beginning of the next Annual General Meeting. The company will announce any decision of the Board of Directors on repayment of capital and, at the same time, confirm the record and payment dates for capital repayments. Capital repayments payable under the authorization will be paid to shareholders entered in the shareholders' register of the company maintained by Euroclear Finland Ltd on the record date for the capital repayment in question. 

Election and remuneration of the members of the Board of Directors

The AGM resolved, on the proposal of the Shareholder's Nomination Committee, that the number of ordinary members of the Board of Directors is eight (8).

The current Board members Jari Mäkilä, Lauri Sipponen, Terhi Tuomi, Ilkka Uusitalo and Sami Yski were re-elected as members of the Board. In addition, Mirel Leino-Haltia, Juha-Pekka Ojala and Ellen Rydbeck were elected as new ordinary members of the Board until the end of the Annual General Meeting 2027. At the organizational meeting after the AGM, the Board elected Ilkka Uusitalo as Chair and Jari Mäkilä as Vice Chair.

The AGM resolved that the annual remuneration of the members of the Board of Directors is as follows: Chair of the Board of Directors EUR 70,000 (2025: 70,000), Vice Chair of the Board of Directors EUR 37,500 (37,500) and other ordinary members of the Board of Directors EUR 30,000 (30,000). The annual remuneration of deputy members of the Board of Directors is EUR 15,000 (15,000).

In addition, it was resolved that the annual remuneration of the Chairs of the Board committees is as follows: for 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 AGM also resolved that the annual remuneration is paid in company shares and cash so that 25 per cent 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 2026 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.

In addition, 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.

Election of the auditor and the sustainability reporting assurer

The auditing firm Ernst & Young Oy was elected as the auditor of the company until the end of the Annual General Meeting 2027. Ernst & Young has notified that it will appoint Maria Onniselkä, Authorized Public Accountant, as the lead audit partner. In addition, the sustainability auditing firm Ernst & Young Oy was elected as the sustainability reporting assurer until the end of the Annual General Meeting 2027, with Maria Onniselkä, M.Sc. (Econ.), Authorized Sustainability Auditor (ASA) as the lead sustainability reporting assurer.

The AGM also resolved to request 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.

Authorizing the Board of Directors to decide on issuance of shares as well as option rights and other special rights entitling to shares

The AGM resolved to authorize 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 Finnish 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 3,000,000 Series A shares, which corresponds to approximately 3.34 per cent of all the shares in the company and approximately 3.5 per cent 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 2027.

The authorization revokes the authorization granted by the Annual General Meeting on 23 April 2025 to the Board of Directors to decide on the issuance of Series A shares.

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 AGM resolved to authorize the Board of Directors 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 per cent of all the shares in the company and approximately 1.1 per cent 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 per cent 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 authorization to develop the capital structure of the company. In addition, the shares may be purchased under the 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 2027.

The authorization revokes that granted on 23 April 2025 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.

The minutes of the Annual General Meeting will be available at www.hkfoods.com no later than on 6 May 2026.

HKFoods Plc
Board of Directors

For further information

• Markku Suvanto, EVP Administration and Legal, tel. +358 10 570 6914 or by email markku.suvanto@hkfoods.com
• HKFoods Media Service Desk tel. +358 10 570 5700 or email communications@hkfoods.com

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®. HKFoods is a publicly listed company, and in 2025, our net sales totalled EUR 1 billion. www.hkfoods.com

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