HKScan Oyj — Proxy Solicitation & Information Statement 2021

Mar 4, 2021

Notice of the Annual General Meeting

Notice of the Annual General Meeting

HKScan Corporation, Notice of the Annual General Meeting, 4 March 2021

NOTICE OF THE ANNUAL GENERAL MEETING

The shareholders of HKScan Corporation are invited to the Annual General Meeting
to be held on Thursday, 8 April 2021, beginning at 9 am. (Finnish time), at the
Company's head office at Lemminkäisenkatu 48, Turku, Finland. Shareholders of
the Company may participate and exercise their shareholder rights in the meeting
only by voting in advance and by submitting counterproposals and asking
questions in advance. Instructions to the shareholders can be found below in
this notice in section Instructions for participants in the Annual General
Meeting.

The Board of Directors of the Company has resolved on extraordinary measures
pursuant to a temporary derogation from the Finnish Limited Liability Companies
Act (677/2020). In order to prevent the spread of the COVID-19 pandemic, the
Company has decided to undertake certain actions permitted under the temporary
legislation, so that the Annual General Meeting may be organized in a
predictable way, taking into account the health and safety of the shareholders,
personnel and other stakeholders of the Company.

The pre-recorded presentations of the Chairman of the Board of Directors and the
CEO will be shared at the Company's website at
www.hkscan@com (https://www.hkscan.com/en/) on the date of the Annual General
Meeting.

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

The Chair of the Meeting will be Matti Manner, Attorney-at-Law. In case Matti
Manner would not be able to act as the Chair of the Meeting for a weighty
reason, the Board of Directors will name another person it deems most suitable
to act as the Chair.

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

The person to confirm the minutes and to verify the counting of votes will be
Olli Saarinen, Manager, Group Treasury, whose presence at the meeting is
permitted. In case Olli Saarinen would not be able to act as the person to
confirm the minutes and to verify the counting of votes for a weighty reason,
the Board of Directors will name another person it deems most suitable to act in
that role and whose presence at the meeting is permitted.

4.    Recording the legality of the meeting

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

The shareholders who have voted in advance within the period for advance voting
and who have the right to participate in the meeting pursuant to Chapter 5
Sections 6 and 6a of the Finnish Limited Liability Companies Act will be
recorded to have attended the meeting. The list of votes will be adopted
according to the information provided by Euroclear Finland Oy.

6.    Presentation of the financial statements, the report of the Board of
Directors and the auditor’s report for the year 2020

As participation in the Annual General Meeting is possible only through advance
voting, the Company's financial statements, the report of the Board of Directors
and the Auditor’s report published on 8 March 2021 are deemed to have been
presented to the Annual General Meeting. The documents are available on the
Company’s website at www.hkscan.com (https://www.hkscan.com/en/) from 8 March
2021.

7.    Adoption of the financial statements

8.    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 for the
financial year 1 January 2020 - 31 December 2020 a dividend of EUR 0.03 be paid
for each share. The dividend shall be paid to shareholders registered on the
record date as a shareholder in the Company’s shareholders’ register maintained
by Euroclear Finland Oy. The Board of Directors proposes that the record date
for the dividend payment be 12 April 2021 and the payment date be 19 April
2021.As the Board of Directors has proposed a dividend less than the minimum
amount of minority dividend, the shareholders have the right to demand minority
dividend pursuant to Chapter 13 Section 7 of the Finnish Limited Liability
Companies Act. The minority dividend must be distributed, if a demand to this
effect is made by shareholders who have at least one tenth of all shares. The
amount of minority dividend is 8.7 million euros (EUR 0.09 for each share),
which corresponds half of the profit of the financial year. A shareholder
demanding minority dividend may vote for the minority dividend in advance
voting, and no separate demand or counterproposal is required.

9.    Resolution on the discharge from liability of the members of the Board of
Directors and the CEO for the financial period 1.1.-31.12.2020

10.    Handling of the remuneration report for governing bodies

As participation in the Annual General Meeting is possible only through advance
voting, the remuneration report published on 8 March 2021 with a stock exchange
release is deemed to have been presented to the Annual General Meeting. The
remuneration report is available on the Company's website at
www.hkscan.com (https://www.hkscan.com/en/) from 8 March 2021. The resolution on
the remuneration report is advisory.

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

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the fees remain unchanged and accordingly that the following yearly fees 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 2022 Annual General
Meeting:

Chair of the Board of Directors EUR 70,000;
Vice Chair of the Board of Directors EUR 37,500;
other ordinary members of the Board of Directors EUR 30,000;
deputy members of the Board of Directors EUR 15,000;
in addition, to the Board member functioning as Chair of the Audit Committee EUR
7,500 and to the Board member functioning as Chair of other committees
(Compensation, Working and Special Committee) EUR 5,000.

The Shareholders’ 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 HKScan
Corporation’s interim report 1 January - 30 June 2021 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.

The Shareholders’ Nomination Board proposes that a compensation of EUR 600 per a
meeting is paid for all the Board members for each attended Board and Board
committee meeting, and a compensation of EUR 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.

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

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
six (6) ordinary members and two (2) deputy members be elected to the Board of
Directors.

13.    Election of members of the Board of Directors

The Shareholders’ Nomination Board proposes that Reijo Kiskola, Anne Leskelä,
Jari Mäkilä, Per Olof Nyman, Harri Suutari and Terhi Tuomi be re-elected as
members of the Board of Directors and Carl-Peter Thorwid and Ilkka Uusitalo be
re-elected as deputy 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 2022
Annual General Meeting.

All Board member candidates have given their consent for election.

Biographical details of all nominees for Board member are available on HKScan
Corporation’s website at www.hkscan.com (https://www.hkscan.com/en/).

14.    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.

15.    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 2022. 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.

16.    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 those Series A shares that are in
the company’s possession. Under the authorization, a maximum of 2,000,000 Series
A shares, which corresponds to approximately 2.00 percent of all the shares in
the Company and approximately 2.14 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.

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 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 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 2022.

The authorization revokes that granted on 10 June 2020 by the Annual General
Meeting to the Board of Directors to decide on share issue as well as option
rights and other special rights entitling to shares.

17.    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 4,700,000 Series A shares in total, which corresponds to
approximately 4.70 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 2022.

The authorization revokes that granted on 10 June 2020 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.

18.    Amendment of the Shareholders’ Nomination Board charter

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
items 2, 6, 8 and 10 of the charter of the Nomination Board be amended:

item 2, the largest shareholders are determined based on the shareholders’
register on the last business day of May preceding the next Annual General
Meeting;
item 6, when preparing the proposal on the composition of the Board of
Directors, also the diversity principles determined by the company shall be
taken into consideration;
item 8, the Nomination Board shall submit its proposals to the Board of
Directors annually by 15 January; and
item 10, the Nomination Board informs the Board of Directors of the proposals to
the Annual General Meeting before they are published.

The amended charter is attached to this notice.

19.    Closing of the meeting

Documents of the Annual General Meeting

The proposals of the Board of Directors and the Shareholders’ Nomination Board
for the decisions on the matters on the agenda of the Annual General Meeting,
and this notice are available on HKScan Corporation’s website at
www.hkscan.com (https://www.hkscan.com/en/). HKScan Corporation’s financial
statements, the report of the Board of Directors and the Auditor’s report as
well as the remuneration report are available on HKScan Corporation’s website
from 8 March 2021. HKScan Corporation’s Annual Report will be available on the
company’s website in week 11. A copy of the annual report 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 (https://www.hkscan.com/en/) no
later than on 22 April 2021.

Instructions for participants in the Annual General Meeting

In order to prevent the spread of the COVID-19 pandemic, the meeting will be
organized so that the shareholders and their proxies are not allowed to be
present at the meeting venue. Shareholders and their proxies cannot participate
in the meeting through real-time telecommunications or technical means either.
Shareholders and their proxies can participate in the meeting and use their
shareholder rights only by voting in advance in accordance with the instructions
below.

1.    Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 25 March 2021 in the Company’s
shareholders’ register held by Euroclear Finland Oy, 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. Shareholder may participate in the Annual
General Meeting only by voting in advance as described below.

2.    Registration for the meeting and advance voting

Registration for the meeting and advance voting shall begin on 10 March 2021
following the deadline for submitting counterproposals. A shareholder registered
in the Company's shareholders' register, who wishes to participate in the Annual
General Meeting by voting in advance, must register for the meeting and vote in
advance no later than by 30 March 2021 at 4 pm. (Finnish time), by which time
the registration and votes need to be received.

In connection with registering for the meeting, certain personal details
requested must be provided, such as the name, personal identification number or
business ID, address and telephone number of the shareholder. If a proxy
representative other than the proxy representative named by the Company is used,
certain personal details requested must also be provided with respect to the
prospective proxy representative, such as their name and personal identification
number. Personal information given by the shareholders to Euroclear Finland Oy
or a proxy representative named by the Company will be used solely in the
context of the Annual General Meeting and the processing of related
registrations.

Shareholders, who have a Finnish book-entry account, may register and vote in
advance on certain items on the agenda of the Annual General Meeting from 10
March until 30 March 2021 at 4 pm. (Finnish time) by the following means:

a)    on the Company’s website www.hkscan.com (https://www.hkscan.com/en/)

Registering and voting in advance requires strong electronic identification
(Finnish online banking codes or mobile ID) for natural persons and business ID
and the shareholder’s book-entry account number for legal persons.

b)    by mail or email

A shareholder may send the advance voting form available on the Company’s
website or corresponding information to Euroclear Finland Oy by letter to
Euroclear Finland Oy, AGM/HKScan Corporation, P.O. Box 1110, FI-00101 Helsinki
or by email at yhtiokokous@euroclear.eu.

If the shareholder participates in the meeting by sending the votes in advance
to Euroclear Finland Oy, the delivery of the votes before the deadline for
registering and advance voting constitutes registration for the Annual General
Meeting, as long as the information required for registering for the meeting as
described above is also provided therein.

Instructions relating to the voting may also be found on the Company's website
at www.hkscan.com (https://www.hkscan.com/en/). Additional information is also
available by telephone at +358 (0)10 570 6218, Monday to Friday, at 9 am.– 4 pm.
(Finnish time).

3.    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 shareholder, who wants to register for the meeting and vote in advance, is
requested, because of the COVID-19 pandemic, to use the proxy service provided
by the Company and to authorize Heikki Vesa, attorney-at-law or his nominee, to
represent the shareholder and use his/her voting rights at the meeting in
accordance with the voting instructions provided by the shareholder. The contact
information of attorney-at-law Heikki Vesa can be found below. A shareholder may
also use other proxy representatives.

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.

A letter of proxy and voting instructions templates will be made available on
the Company's website at www.hkscan.com (https://www.hkscan.com/en/) no later
than on 10 March 2021 following the deadline for submitting counterproposals.
The contact information of the independent proxy representative: Attorney-at-law
Heikki Vesa, Krogerus Attorneys Ltd, Linnankatu 3B, FI-20100 Turku, or e-mail:
heikki.vesa@krogerus.com. When authorizing the independent proxy representative,
the shareholder must deliver to him a dated proxy document as well as voting
instructions no later than on 29 March 2021, by which time the documents must be
received by the proxy representative. When authorizing other proxy
representative than the beforementioned independent proxy representative, the
shareholder is requested to register for the meeting and provide information on
the proxy representative well in advance enabling the proxy representative to
vote in advance, within the period for advance voting, by 30 March 2021 at 4 pm.
(Finnish time).

The delivery of a letter of proxy and the votes in advance to Euroclear Finland
Oy before the deadline for registering for the meeting constitutes registration
for the Annual General Meeting, as long as the information required for
registering for the meeting as described above is also provided therein.

4.    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, 25 March 2021, would be entitled to be registered in the
shareholders’ register of the company held by Euroclear Finland Oy. 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 Oy at the latest by 1 April
2021, by 10 am. (Finnish time). As regards nominee registered shares this
constitutes due registration for the Annual General Meeting. Changes in
shareholding after the record date do not affect the right to participate in the
meeting or the number of voting rights held in the 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 no later than by the abovementioned date and time, and
to see to the advance voting on behalf of the holder of nominee registered
shares.

5.    Other instructions and information

Shareholders who hold at least one hundredth of all the shares in the Company
have a right to make a counterproposal on the items on the agenda of the Annual
General Meeting, to be placed for a vote. Such counterproposals are required to
be sent to the Company by email to legal@hkscan.com no later than by 9 March
2021. In connection with making a counterproposal, shareholders are required to
provide adequate evidence of their shareholding. The counterproposal will be
placed for a vote subject to the shareholder having the right to participate in
the Annual General Meeting and that the shareholder holds at least one hundredth
of all shares in the Company on the record date of the Annual General Meeting.
Should the counterproposal not be placed for a vote at the meeting, advance
votes in favor of the proposal will not be taken into account. The Company will
publish the counterproposals, if any, that may be voted on its website
www.hkscan.com (https://www.hkscan.com/en/) no later than by 10 March 2021.

A shareholder has the right to ask questions referred to in Chapter 5, Section
25 of the Finnish Limited Liability Companies Act with respect to the matters to
be considered at the meeting until 23 March 2021 by email to legal@hkscan.com or
by mail to HKScan Corporation, Annual General Meeting, P.O. Box 50, FI-20521
Turku. Such questions from shareholders, the Company’s management’s answers to
them, and any counterproposals that have not been placed for a vote will be made
available on the Company’s website at www.hkscan.com
 (https://www.hkscan.com/en/)no later than by 26 March 2021. In order to ask
questions or make counterproposals, shareholders are required to provide
adequate evidence of their shareholding.

On the date of this notice of the Annual General Meeting, 4 March 2021, the
total number of shares in HKScan Corporation is 93,551,781 A shares and
5,400,000 K shares and the total number of votes is 93,551,781 for A shares and
108,000,000 for K shares.

Turku, 4 March 2021

HKScan Corporation
Board of Directors

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.

DISTRIBUTION:

Nasdaq Helsinki
Main media
www.hkscan.com

Attachments: