HKScan Oyj - Other information disclosed according to the rules of the Exchange

HKScan Board's proposals to the Annual General Meeting

HKScan Corporation             Stock Exchange Release      8 February 2017     
              at 9:30 a.m. 


HKScan Board's proposals to the Annual General Meeting

HKScan’s Board of Directors and its Audit and Nomination committees have
compiled following proposals to the Annual General Meeting to be held on 6
April 2017: 


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 2016 – 31 December 2016 a dividend of EUR 0.16 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 Ltd. The Board of Directors proposes that the record date
for the dividend payment be 10 April 2017 and the payment date be 19 April
2017. 


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

In accordance with the recommendation given by the Board of Directors’
Nomination Committee, representing over two thirds of the voting rights in
HKScan Corporation, 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 2016 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. In accordance with the recommendation given by
the Board of Directors’ Nomination Committee, the Board of Directors 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 2017 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. In the event that 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 (Audit, Nomination, Compensation and
Working Committee) an annual remuneration of EUR 5 000 is proposed. In
addition, a compensation of EUR 550 per a meeting is proposed to be paid for
all the Board members for each attended Board and Board committee meeting.
Travel expenses of the members of the Board of Directors will be compensated
according to the Company’s travel policy. 


RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS

In accordance with the recommendation given by the Board of Directors’
Nomination Committee, representing over two thirds of the voting rights in
HKScan Corporation, 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). 


ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS

In accordance with the recommendation given by the Board of Directors’
Nomination Committee, representing over two thirds of the voting rights in
HKScan Corporation, the Board of Directors proposes to the Annual General
Meeting that the current Board members Mikko Nikula and Pirjo Väliaho be
re-elected, according to their consent, until the end of the Annual General
Meeting 2018. As new members of the Board of Directors are proposed, according
to their consent, until the end of the Annual General Meeting 2018, Per Olof
Nyman, Marko Onnela, Riitta Palomäki and Tuomas Salusjärvi. In addition, it is
proposed that as deputy Board members, until the end of the Annual General
Meeting 2018, be elected Veikko Kemppi and Carl-Peter Thorwid according to
their consent. 


RESOLUTION ON THE REMUNERATION OF THE AUDITOR

In accordance with the recommendation given by the Board of Directors’ Audit
Committee, 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. 


ELECTION OF AUDITOR

In accordance with the recommendation given by the Board of Directors’ Audit
Committee, the Board of Directors proposes to the Annual General Meeting that
the firm of authorised public accountants PricewaterhouseCoopers Oy be elected
as auditor of the Company until the end of the Annual General Meeting 2018. 



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 of 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 in order 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 in
order 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 2018. The authorization
revokes authorization granted on 13 April 2016 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. 


PROPOSAL OF THE BOARD OF DIRECTORS ON AUTHORIZING THE BOARD OF DIRECTORS TO
DECIDE ON THE PURCHASE 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 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 of 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 on the basis of 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 in order to
develop the capital structure of the Company. In addition, the shares may be
repurchased under the proposed authorization in order 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 2018. The authorization revokes
that granted on 13 April 2016 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. 



AVAILABLE DOCUMENTS

The proposals of the Board of Directors and its Audit and Nomination Committees
are available on the Company's website at www.hkscan.com > investor information
> annual general meetings. The financial statements documents will be made
available for shareholders on the Company's website latest on week 11. Copies
of the documents will be sent to shareholders on request. They will also be
available at the General Meeting. 



NOTICE OF GENERAL MEETING

The notice to the Annual General Meeting will be published on the Company's
website and as a stock exchange release at a later date. 



HKScan Corporation
Board of Directors


Further information is available from Jari Latvanen, President and CEO, and
Tuomo Valkonen, CFO. Kindly submit a call-back request to Marja-Leena Dahlskog,
SVP Communications, firstname.surname@hkscan.com or tel. +358 10 570 2142 

HKScan is the leading Nordic food company. We produce, market and sell
high-quality, responsibly-produced pork, beef, poultry and lamb products,
processed meats and convenience foods under strong brand names. Our customers
are the retail, food service, industrial and export sectors, and our home
markets comprise Finland, Sweden, Denmark and the Baltics. We export to close
to 50 countries. In 2016, HKScan had net sales of nearly EUR 1.9 billion and
some 7 300 employees. 


DISTRIBUTION:
Nasdaq Helsinki
Main media
www.hkscan.com