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HKScan Oyj Proxy Solicitation & Information Statement 2026

Mar 5, 2026

3271_rns_2026-03-05_4baa87e3-cdc4-45d5-a335-45bf4a120689.html

Proxy Solicitation & Information Statement

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Proposal of HKFoods Plc's Shareholders' Nomination Board to the following Annual General Meeting

Proposal of HKFoods Plc's Shareholders' Nomination Board to the following Annual General Meeting

HKFoods Plc, Stock Exchange Release, 5 March 2026 at 12:00 EET

The Shareholders' Nomination Board of HKFoods Plc has prepared proposals on the
composition and the remuneration of the Board of Directors to the HKFoods' 2026
Annual General Meeting.

Number of Board members and composition of the Board of Directors

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

The Nomination Board proposes that Jari Mäkilä, Lauri Sipponen, Terhi Tuomi,
Ilkka Uusitalo 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 2027 Annual General Meeting. As new members of
the Board are proposedMirel Leino-Haltia, Juha-Pekka Ojala and Ellen Rydbeck
until the end of the Annual General Meeting 2027.
The above-mentioned candidates have given their consent for the election.

The current Board of Directors members Reijo Kiskola and Niclas Diesen were no
longer available for the position.

Biographical details of all nominees for Board members are available on HKFoods
Plc's website atwww.hkfoods.com (https://www.hkfoods.com/en/)on 1 April 2026 at
the latest.

Board remuneration

The Nomination Board proposes to the Annual General Meeting that the following
yearly fees shall 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
2027 Annual General Meeting:

Chair of the Board of Directors EUR 70,000 (2025: 70,000),

Vice Chair of the Board of Directors EUR 37,500 (37,500),

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

deputy members of the Board of Directors EUR 15,000 (15,000),

in addition, to 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 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 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.

Furthermore, the Nomination Board proposes that a compensation of EUR 650 (650)
per 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.

The proposals of the Nomination Board will be included in the notice to the
Annual General Meeting.

HKFoods Plc

Markku Suvanto
EVP, Administration and Legal

For further information

Chairman of the Nomination Board Veikko Kemppi, please leave your callback
requests to HKFoods Media Service [email protected], +358 10570
5700.

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 (https://www.hkfoods.com/en/)

Distribution:

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