HKScan Oyj — Capital/Financing Update 2021

Mar 8, 2021

HKScan Corporation considers issuance of new notes and announces tender offer of its outstanding notes maturing in September 2022

HKScan Corporation considers issuance of new notes and announces tender offer of its outstanding notes maturing in September 2022

HKScan Corporation, Stock Exchange Release, Inside Information 8 March 2021,
11.00 a.m. Finnish time

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN,
NEW ZEALAND, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH
CIRCUMSTANCES IN WHICH THE OFFERING OF THE NOTES, THE TENDER OFFER OR THE
RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

HKScan Corporation considers issuance of new notes and announces tender offer of
its outstanding notes maturing in September 2022

HKScan Corporation (the "Company") announces its intention to issue new euro
-denominated fixed-rate unsecured senior notes (the "New Notes"). The Company
also announces today that it invites the holders of the EUR 135 million 2.625
per cent fixed-rate unsecured senior notes due 21 September 2022 (ISIN:
FI4000278536), the outstanding value of which is EUR 125.44 million (the
"Notes"), issued by the Company, to tender their Notes for cash on the terms and
conditions set out in the tender offer memorandum dated 8 March 2021 (the
"Tender Offer Memorandum") (the "Tender Offer"). The New Notes will be offered
pursuant to an exemption from the obligation to publish a prospectus under
Article 1(4) of the Prospectus Regulation ((EU) 2017/1129, as amended).

All or part of the proceeds from the New Notes will be used by the Company
towards the purchase of the Notes accepted for purchase by the Company in the
Tender Offer and the possible remaining proceeds will be used for the Company's
general corporate purposes. The purpose of the Tender Offer is thus to extend
the average debt maturity profile for the Company and to proactively manage
upcoming debt redemptions.

The Company proposes to accept for purchase up to EUR 100 million of the Notes
validly tendered in the Tender Offer, although the Company reserves the right,
in its sole discretion, to decide on the acceptance of the Notes, including not
to accept any Notes for purchase. Whether the Company will accept for purchase
any Notes validly tendered is subject (unless such condition is waived by the
Company on its sole and absolute discretion), without limitation, to the pricing
of the issue of the New Notes, on terms satisfactory to the Company (in its sole
discretion), and the execution by the Company and the joint lead managers of an
issuance agreement for the issuance of the New Notes (together the New Issue
Condition (as defined in the Tender Offer Memorandum). If the Company decides to
accept for purchase valid tenders of the Notes pursuant to the Tender Offer and
the aggregate principal amount of the Notes validly tendered is greater than the
final amount accepted for purchase by the Company, the Company intends to accept
such tenders on a pro rata basis (subject to and as further described in the
Tender Offer Memorandum).

The purchase price of the Notes will be determined pursuant to a modified Dutch
auction procedure, as described in the Tender Offer Memorandum. The minimum
purchase price is 100.50% (the "Minimum Purchase Price"). Tendering holders of
the Notes may choose to accept the Minimum Purchase Price or specify a higher
price acceptable to them. After the tender period, and subject to the New Issue
Condition, the Company will decide and communicate the acceptance amount and the
purchase price of the Notes (the "Purchase Price"). All Notes validly tendered
at prices equal to or lower than the Purchase Price will be accepted for
purchase at the Purchase Price, subject to any potential pro rata adjustment.
Accrued and unpaid interest will be paid in respect of all Notes validly
tendered and delivered and accepted for purchase.

The offer period commences on 8 March 2021 and expires at 4.00 p.m. Finnish time
(EET) on 16 March 2021. The indicative results of the Tender Offer will be
announced on or about 16 March 2021. The completion date and the final results
of the Tender Offer will be announced as soon as feasible, but no later than 30
March 2021. The settlement date of the Tender Offer and the New Notes will in no
case be later than 8 April 2021, subject to the completion of the issuance of
the New Notes.

A holder that wishes to subscribe for the New Notes in addition to tendering the
Notes for purchase pursuant to the Tender Offer may receive priority in the
allocation of the New Notes (the "New Issue Allocation"). The New Issue
Allocation will be given for an aggregate nominal amount of New Notes up to the
aggregate nominal amount of the Notes subject to a holder's valid tender
instruction (subject to potential proration), where an allocation of the New
Notes is also requested. Such tender instruction must relate to a minimum of EUR
100,000 in aggregate nominal amount of the Notes. To be eligible to receive a
New Issue Allocation, a holder must request a unique allocation code from a
dealer manager of the Tender Offer. A holder that wishes to subscribe for the
New Notes must make an application to subscribe for such New Notes to a joint
lead manager of the issue of the New Notes.

Nordea Bank Abp and OP Corporate Bank plc act as coordinators for issue of the
New Notes and together with Danske Bank A/S and DNB Bank ASA, Sweden Branch as
bookrunners and joint lead managers for issue of the New Notes.

OP Corporate Bank plc acts as dealer manager and as tender agent for the Tender
Offer and Nordea Bank Abp acts as dealer manager for the Tender Offer.
Information in respect of the Tender Offer may be obtained from dealer managers.

Dealer managers provide additional information:
Nordea Bank Abp: e-mail: NordeaLiabilityManagement@nordea.com / tel: +45
61612996
OP Corporate Bank plc: e-mail: liabilitymanagement@op.fi / tel: +358 10 252 1668

Distribution:
Nasdaq Helsinki
Key media
www.hkscan.com

Further enquiries:
Tero Hemmilä, CEO, tel. +358 10 570 2012
Jyrki Paappa, CFO, tel. +358 10 570 2512
Heidi Hirvonen, SVP Communications, tel. +358 10 570 6072

Media contacts: HKScan Media Service Desk +358 (0)10 570 5700 or email:
communications@hkscan.com

At HKScan, we make life tastier – today and tomorrow. Our strategic target is to
grow into a versatile food company. Our responsibly produced, delicious products
are part of consumers’ varied food moments – both every day and on special
occasions. We have some 7,000 HKScan professionals applying more than 100 years
of experience to make locally produced food. For us at HKScan, responsibility
means continuous improvements and concrete actions throughout the food chain. As
part of our Zero Carbon programme, we are targeting a carbon-neutral food chain
from farms to consumers by the end of 2040. Our home markets cover Finland,
Sweden, the Baltics and Denmark. Our strong product brands include HK®,
Kariniemen®, Via®, Scan®, Pärsons®, Rakvere®, Tallegg® and Rose™. Through our
strategic partnerships, we are also known for Kivikylän®, Tamminen® and Boltsi
brands. HKScan is a publicly listed company, and in 2020, our net sales totalled
nearly EUR 1.8 billion.

Important Information

This communication must be read in conjunction with the Tender Offer Memorandum,
which may be obtained from OP Corporate Bank plc or Nordea Bank Abp by, and is
only available to, qualifying holders of the Notes. This communication and the
Tender Offer Memorandum contain important information that should be read by the
qualifying holders of the Notes carefully before any decision is made with
respect to the Tender Offer. If any holder is in any doubt as to the contents of
this communication or the Tender Offer Memorandum or the action it should take,
it is recommended to seek its own financial and legal advice, including in
respect of any tax consequences, from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser. Neither the
dealer managers of the Tender Offer nor the Company makes any recommendation
whether holders should tender Notes pursuant to the Tender Offer.

None of the Company or any of its directors, officers, employees, agents or
affiliates assumes any responsibility for the accuracy or completeness of the
information concerning HKScan, the Notes or the Tender Offer contained in this
communication or in the Tender Offer Memorandum. None of the Company or any of
its directors, officers, employees, agents or affiliates is acting for any
holder of the Notes nor will the dealer managers of the Tender Offer be
responsible to any holders for providing the protections afforded to their
clients or for advising any holders in connection with the Tender Offer.

Disclaimer

The information contained herein is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or into Australia,
Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or such
other countries or otherwise in such circumstances in which the release,
publication or distribution would be unlawful. The information contained herein
does not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of, the New Notes any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any such
jurisdiction.

This communication does not constitute an offer of securities for sale in the
United States. The New Notes have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act") or under the
applicable securities laws of any state of the United States and may not be
offered or sold, directly or indirectly, within the United States or to, or for
the account or benefit of, U.S. persons except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

This communication does not constitute an offer of the New Notes to the public
in the United Kingdom. No prospectus has been or will be approved in the United
Kingdom in respect of the New Notes. Consequently, this communication is
directed only at (i) persons who are outside the United Kingdom, (ii) persons in
the United Kingdom that are qualified investor within the meaning of Article
2(e) of the Prospectus Regulation as incorporated into UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 that are also (a) investment
professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order"), (b) high net worth
entities, and (iii) other persons to whom it may lawfully be communicated,
falling within Article 49(2) of the Order (all such persons together being
referred to as "relevant persons"). Any investment activity to which this
communication relates will only be available to, and will only be engaged with,
relevant persons. Any person who is not a relevant person should not act or rely
on this document or any of its contents.