HKScan Oyj — Proxy Solicitation & Information Statement 2025

Mar 11, 2025

Notice of the Annual General Meeting of HKFoods Plc

Notice of the Annual General Meeting of HKFoods Plc

HKFoods Plc, Stock Exchange Release 11 March 2025 at 2 p.m. (EET)

The shareholders of HKFoods Plc are invited to the Annual General Meeting of the
company to be held on Wednesday, 23 April 2025, beginning at 10 a.m. (EEST), at
Vierailukeskus Joki, 1st floor, room Cave, Lemminkäisenkatu 12B, 20520 Turku,
Finland. Reception of those who have registered for the meeting will start at 9
a.m. (EEST). Instructions to shareholders are given in Part C "Instructions for
participants in the Annual General Meeting" of this notice.

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, THE AUDITOR'S REPORT AND THE SUSTAINABILITY REPORTING ASSURER'S
   REPORT FOR THE YEAR 2024

-          CEO's report.

The financial statements, the report of the Board of Directors, the
sustainability statement (sustainability report), the auditor's report and the
report of the sustainability reporting assurer are available on HKFoods Plc's
website at www.hkfoods.com as from 28 March 2025 at the latest.

1. ADOPTION OF THE FINANCIAL STATEMENTS
2. RESOLUTION ON THE USE OF PROFIT SHOWN ON THE BALANCE SHEET AND ON THE
   DISTRIBUTION OF FUNDS FROM THE RESERVE FOR INVESTED UNRESTRICTED EQUITY OF THE
   COMPANY AS WELL AS AUTHORIZING THE BOARD OF DIRECTORS TO RESOLVE ON THE
   DISTRIBUTION OF FUNDS FROM THE RESERVE FOR INVESTED UNRESTRICTED EQUITY

The Board of Directors proposes to the Annual General Meeting that no dividend
shall be paid for the financial year 2024.

The Board of Directors further proposes that the Annual General Meeting resolves
to distribute EUR 0.09 per share (which would correspond to a total of EUR
8,091,933.57 for all 89,910,373 shares currently registered and outstanding)
from the company's reserve for invested unrestricted equity for the year 2024.
The capital repayment shall be paid to the shareholder who is registered in the
company's shareholders' register maintained by Euroclear Finland Ltd on the
record date of the payment. The record date for the capital repayment is 25
April 2025 and the payment date is 5 May 2025.

The Board of Directors further proposes that the Annual General Meeting
authorises the Board of Directors, at its discretion, to decide on the
distribution of the funds to the shareholders recorded in the reserve for
invested unrestricted equity up to a maximum amount of EUR 0.05 per share (which
would correspond to a maximum total of EUR 4,495,518.65 for all 89,910,373
shares currently registered and outstanding). Under the authorisation, funds can
be distributed in one or more instalments. The authorisation is valid until the
beginning of the next Annual General Meeting. The company will announce any
decision by the Board of Directors on the repayment of capital and, at the same
time, the record and payment dates for the repayment of capital. Capital
repayments payable under the authorisation will be paid to shareholders who, on
the record date for such capital repayment, are entered in the shareholders'
register of the company maintained by Euroclear Finland Oy.

1. RESOLUTION ON THE DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF
   DIRECTORS AND THE CEO FOR THE FINANCIAL PERIOD 1 JANUARY-31 DECEMBER 2024
2. HANDLING OF THE REMUNERATION REPORT FOR GOVERNING BODIES

The Board of Directors proposes to the Annual General Meeting that the
remuneration report for governing bodies be confirmed.

The remuneration report 2024 will be available on HKFoods Plc's website at
www.hkfoods.com as from 28 March 2025 at the latest.

1. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

The Shareholders' Nomination Board proposes to the Annual General Meeting 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 2026 Annual General Meeting:

•            Chair of the Board of Directors EUR70,000 (2024: 70,000),

•            Vice Chair of the Board of Directors EUR37,500 (37,500),

•            other ordinary members of the Board of Directors EUR30,000
(30,000),

•            deputy members of the Board of Directors EUR15,000 (15,000),

•            in addition, to the Board member functioning as Chair of the Audit
Committee EUR15,000 (15,000) and to the Board member functioning as Chair of
other committees (Compensation, Working and Special Committee) EUR5,000 (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 (2) 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.

The Shareholders' 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.

1. RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS

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

1. ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS

The Shareholders' Nomination Board proposes to the Annual General Meeting 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 and as a new member shall be elected
Outi Henriksson.

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 on HKFoods Plc's
website at www.hkfoods.com as from 28 March 2025 at the latest.

1. AMENDMENT TO THE CHARTER OF THE NOMINATION BOARD

The Shareholders' 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.

1. RESOLUTION ON THE REMUNERATION OF THE AUDITOR AND THE SUSTAINABILITY
   REPORTING ASSURER

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. The Board of Directors also proposes that remuneration
shall be paid to the sustainability reporting assurer against a reasonable
invoice for measures related to the review of sustainability reporting.

1. ELECTION OF THE AUDITOR AND THE SUSTAINABILITY REPORTING ASSURER

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 the auditor of the Company until
the end of the Annual General Meeting 2026. Auditing firm Ernst & Young Oy has
notified the Company that it will appoint Maria Onniselkä, Authorized Public
Accountant, as the lead audit partner. In addition, the Board of Directors
proposes that sustainability auditing firm Ernst & Young Oy be elected as the
sustainability reporting assurer until the end of the Annual General Meeting
2026, with Maria Onniselkä, M.Sc. (Econ.), Authorized Sustainability Auditor
(ASA) as the lead sustainability reporting assurer.

The Board of Directors also proposes that the Annual 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. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON ISSUANCE OF SHARES 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 Series A shares or those
Series A shares that are in the company's possession. Under the authorization, a
maximum of 9,000,000 Series A shares, which corresponds to approximately 9.1
percent of all the shares in the Company and approximately 9.6 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 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 2026.

The authorization revokes the authorization granted by the Extraordinary General
Meeting on 28 February 2024 to the Board of Directors to decide on the issuance
of Series A 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 1,000,000 Series A shares in total, which corresponds to
approximately 1 percent of all the shares in the Company and approximately 1.1
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 purchased 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 2026.

The authorization revokes that granted on 18 April 2024 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 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 HKFoods Plc's website at www.hkfoods.com. The
Company's Annual Report 2024, which includes the Company's financial statements,
the report of the Board of Directors, sustainability report, the Auditor's
report and sustainability reporting assurer's report, corporate governance
statement as well as the remuneration report are available on HKFoods Plc's
website at www.hkfoods.com on 28 March 2025 at the latest. The proposals of the
Board of Directors and the Shareholders' Nomination Board as well as the
financial statements will also be available at the Annual General Meeting and
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
HKFoods Plc's website at www.hkfoods.com no later than on 7 May 2025.

C Instructions for participants in the Annual General Meeting

1. Shareholder entered in the shareholders' register

Each shareholder, who is registered on the record date of the Annual General
Meeting on 9 April 2025, 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.

A shareholder who wishes to attend the Annual General Meeting must notify the
Company of their intention of doing so by 14 April 2025 at 4:00 p.m. (EEST), by
which the registration must be received. Notification may be made:

(a)through the Company's website at www.hkfoods.com,

(b)by email to legal@hkfoods.com, or

(c) by regular mail to: HKFoods Plc, 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 or proxy representative. Personal information given to the Company
will be used solely in the context of the Annual General Meeting and the
processing of related registrations.

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.

Possible letters of proxy should be sent by email to legal@hkfoods.com or as
original letters of proxy to HKFoods Plc, Annual General Meeting, P.O. Box 50,
FI-20521 Turku, Finland before the close of the registration deadline.

Corporation owners can use the Suomi.fi electronic authorization service instead
of traditional power of attorney to authorize an agent. A proxy presentative is
appointed in the Suomi.fi service at www.suomi.fi/e-authorizations using the
proxy box "Representation at the General Meeting". The proxy entitles its holder
to represent the assignor at the General Meeting. When registering for the
General Meeting, the proxy will be identified by strong electronic
authentication in the General Meeting Service. Strong electronic authentication
works with bank IDs or with mobile authentication. More information on
electronic proxy voting is available at www.suomi.fi/e-authorizations.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares, based on which he/she on the record
date of the Annual General Meeting, 9 April 2025, 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 temporarily
registered into the shareholders' register held by Euroclear Finland Oy at the
latest by 16 April 2025 at 10:00 a.m. (EEST). 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
shareholders' register, the issue of letters of proxy and registration for the
Annual General Meeting. The asset manager's account operator must notify for
temporary registration in the Company's shareholders' 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

The meeting shall be held in Finnish.

Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder
who is present at the general meeting has the right to request information with
respect to the matters to be considered at the meeting.

Changes in shareholding after the record date of the Annual General Meeting, 9
April 2025, do not affect the right to participate in the meeting or the number
of voting rights held in the meeting. On the date of this notice of the Annual
General Meeting the total number of shares in HKFoods Plc 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. As at the date of this notice, the Company holds,
directly or through its subsidiaries, a total of 665,000 own K shares and
8,376,408 own A shares, which are not entitled to vote at the Annual General
Meeting.

Turku, 11 March 2025

HKFoods Plc

Board of Directors

With 110 years of experience, we at HKFoods make life tastier-today and
tomorrow. With 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 2024, our net sales
totalled EUR 1 billion. www.hkfoods.com

DISTRIBUTION:

Nasdaq Helsinki
Key media
www.hkfoods.com (https://www.hkfoods.com/en/)