HKScan Oyj — Proxy Solicitation & Information Statement 2019

Mar 15, 2019

Notice of the Annual General Meeting

Notice of the Annual General Meeting

HKScan Corporation          Stock exchange release           15 March 2019
10:00 (EET)
Notice of the Annual General Meeting

The shareholders of HKScan Corporation are invited to the Annual General Meeting
to be held on Thursday, 11 April 2019, beginning at 10 am. (EET), at Logomo
(Logi 1-2 hall), at the address Köydenpunojankatu 14, Turku (entrance Logi 1-2
door). Registration of the shareholders who have notified the Company of their
intention of attending the meeting, and coffee serving will commence at 9 am.
(EET).

A. Matters on the agenda of the Annual General Meeting

The following matters shall be addressed at the meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
   of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, the report of the Board of
   Directors and the auditor’s report for the year 2018

-        Review by the CEO

1. Adoption of the financial statements

2. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividend

The Board of Directors proposes to the Annual General Meeting that the company
will not pay a dividend for 2018.

1. Resolution on the discharge from liability of the members of the Board of
   Directors and the CEO

2. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors’ Nomination Committee, representing over two thirds of
the voting rights in HKScan Corporation, has prepared a proposal to the Board of
Directors. The Board of Directors proposes to the Annual General Meeting that
the amount of the annual remuneration payable to the members of the Board of
Directors remains unchanged from the year 2018 and is as follows: EUR 27,625 to
Board member, EUR 33,875 to Vice Chairman of the Board and EUR 67,750 to
Chairman of the Board. The Board of Directors also proposes that the annual
remuneration is paid in Company shares and cash so that 20% 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 HKScan Corporation’s interim report 1
January - 30 June 2019 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.

An annual remuneration of EUR 13,810 is proposed to deputy member of the Board
of Directors.

To Chairmen of the Board committees an annual remuneration of EUR 5,000 is
proposed. The Board of Directors proposes a compensation of EUR 550 per a
meeting to be paid for all the Board members for each attended Board and Board
committee meeting, and a compensation of EUR 300 for a meeting, which requires
Board member’s participation beyond Board and Board committee meetings. Travel
expenses of the members of the Board of Directors will be compensated according
to the Company’s travel policy.

1. Resolution on the number of members of the Board of Directors

The Board of Directors’ Nomination Committee, representing over two thirds of
the voting rights in HKScan Corporation, has prepared a proposal to the Board of
Directors. The Board of Directors proposes to the Annual General Meeting that
the number of ordinary members of the Board of Directors be six (6). The number
of deputy members of the Board of Directors is proposed to be two (2).

1. Election of members of the Board of Directors

The Board of Directors’ Nomination Committee, representing over two thirds of
the voting rights in HKScan Corporation, has prepared a proposal to the Board of
Directors. The Board of Directors proposes to the Annual General Meeting that
the current Board members Reijo Kiskola, Jari Mäkilä, Per Olof Nyman, Harri
Suutari and Terhi Tuomi be re-elected, according to their consent, until the end
of the Annual General Meeting 2020. As new member of the Board of Directors is
proposed, according to her consent, until the end of the Annual General Meeting
2020, Anne Leskelä. In addition, it is proposed that as deputy Board members,
according to their consent, be re-elected Carl-Peter Thorwid and Ilkka Uusitalo,
until the end of the Annual General meeting 2020.

Biographical details of all nominees for Board member are available on HKScan
Corporation’s website at www.hkscan.com.

1. Resolution on the remuneration of the auditor

The Board of Directors’ Audit Committee has prepared a proposal to the Board of
Directors. The Board of Directors proposes to the Annual General Meeting that
the remuneration of the auditor be paid according to the auditor’s invoice
accepted by the Company.

1. Election of auditor

The Board of Directors’ Audit Committee has prepared a proposal to the Board of
Directors. The Board of Directors proposes to the Annual General Meeting that
auditing firm Ernst & Young Oy be elected as auditor of the Company until the
end of the Annual General Meeting 2020. Auditing firm Ernst & Young has notified
the Company that it will appoint Erkka Talvinko, Authorized Public Accountant,
as the lead audit partner.

The Board of Directors also proposes that the general meeting requests 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.

1. Proposal of the Board of Directors on authorizing the Board of Directors to
   decide on share issue as well as option rights and other special rights
   entitling to shares

The Board of Directors proposes that the Annual General Meeting authorizes 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
Companies Act as follows:

The shares issued under the authorization are new or those in the company’s
possession Series A shares of the Company. Under the authorization, a maximum of
2,500,000 Series A shares, which corresponds to approximately 4.50 percent of
all the shares in the Company and approximately 5.00 percent 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.

Under the authorization, the Board of Directors may resolve upon issuing new
Series A shares to the Company itself without consideration. However, the
Company, together with its subsidiaries, cannot at any time own more than 10
percent of all its registered shares.

The Board of Directors is authorized to resolve on all terms for the share issue
and granting of the special rights entitling to shares. 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 to issue new shares, option rights as well as other special
rights entitling to shares is proposed to enable the Board of Directors to
decide flexibly on capital markets transactions that are beneficial for the
Company, such as securing the financing needs of the Company or implementing
acquisitions. In addition, the authorization may be used to implement share
-based incentive arrangements and payment of the share-based remuneration
directed to the management of the company and the group companies.

The authorization shall be effective until 30 June 2020.

The authorization revokes authorization granted on 12 April 2018 by the Annual
General Meeting to the Board of Directors to resolve on an issue of shares,
option rights as well as other special rights entitling to shares.

1. 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/or on the
   acceptance as pledge of the Company’s own Series A shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized 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 2,500,000 Series A shares in total, which corresponds to
approximately 4.50 percent of all the shares in the Company and approximately
5.00 percent 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 percent 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 proposed authorization to develop the
capital structure of the Company. In addition, the shares may be repurchased
under the proposed 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 2020.

The authorization revokes that granted on 12 April 2018 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.

1. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals of the Board of Directors relating to the agenda of the Annual
General Meeting, this notice as well as the annual report of HKScan Corporation,
including the Company’s financial statements, the report of the Board of
Directors and the Auditor’s report may be viewed on HKScan Corporation’s website
at www.hkscan.com on 21 March 2019 at the latest. The proposals of the Board of
Directors and the financial statements will also be available at the Annual
General Meeting. Copies of these documents and this notice will be sent to
shareholders upon request. The minutes of the Annual General Meeting will be
made available on the website at www.hkscan.com no later than on 25 April 2019.

C. Instructions for participants in the Annual General Meeting

1. The right to participate and registration

Each shareholder, who is registered on 1 April 2019 in the Company’s
shareholders’ register held by Euroclear Finland Ltd, has the right to
participate in the Annual General Meeting. A shareholder whose shares are
registered in his/her personal Finnish book-entry account is registered in the
Company’s shareholders’ register.

A shareholder who wishes to attend the Annual General Meeting must notify the
Company of their intention of doing so by 8 April 2019 at 4 pm. (EET).
Notification may be made:

a)     through the Company’s website www.hkscan.com;

b)     by telephone: +358 (0)10 570 6100 (from Monday to Friday 9 am.-4 pm.
EET); or

c)     by regular mail to: HKScan Corporation, Annual General Meeting, P.O. Box
50, FI-20521 Turku, Finland.

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. Personal information given to HKScan Corporation will be used solely
in the context of the Annual General Meeting and the processing of related
registrations.

Pursuant to Chapter 5, section 25 of the Finnish Companies Act, shareholders
present at the Annual General Meeting have the right to request information
about the business transacted at the meeting.

1. Proxy representative and powers of attorney

A shareholder may participate in the Annual 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
Annual General Meeting. If the shareholder participates in the Annual 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.

Original letters of proxy should be sent to HKScan Corporation, Annual General
Meeting, P.O. Box 50, FI-20521 Turku, Finland before the close of the
registration deadline.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by such shares, based on which he/she on the record date of the
Annual General Meeting, 1 April 2019, would be entitled to be registered in the
shareholders’ register of the company held by Euroclear Finland Ltd. The right
to participate in the Annual General Meeting requires, in addition, that the
shareholder based on such shares has been registered into the temporary
shareholders’ register held by Euroclear Finland Ltd at the latest by 8 April
2019, by 10 am. (EET). As regards nominee registered shares this constitutes due
registration for the Annual General Meeting.

Holders of nominee registered shares are advised to request from their asset
manager without delay the necessary instructions concerning registration in the
shareholder register, the issue of letters of proxy and registration for the
Annual General Meeting. The asset manager’s account operator must notify for
registration in the Company’s temporary shareholder register any holder of
nominee registered shares who wishes to attend the Annual General Meeting. Such
notification for registration must be made by the above-mentioned date and time.

1. Other information

On the date of this notice of the Annual General Meeting, 15 March 2019, the
total number of shares in HKScan Corporation is 49,626,522 A shares and
5,400,000 K shares and the total number of votes is 49,626,522 for A shares and
108,000,000 for K shares.

Turku, 15 March 2019

HKScan Corporation

Board of Directors

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

HKScan is a Nordic meat and meals company. We employ close to 7 200
professionals in striving to serve the world’s most demanding consumers,
maintaining quality throughout the full chain of operations, From Farm to Fork.
HKScan produces, markets and sells high-quality, sustainably produced pork,
beef, poultry and lamb products, as well as charcuterie and meals, with strong
consumer brands, including HK®, Scan®, Rakvere®, Kariniemen®, Rose®, Pärsons®
and Tallegg®. Our customers are the retail, food service, industrial and export
sectors, and our home market comprises of Finland, Sweden, Denmark and the
Baltics. We export to close to 50 countries. In 2018, HKScan had net sales of
EUR 1.7 billion.

DISTRIBUTION: Nasdaq Helsinki, key media, www.hkscan.com