HKFoods Oyj - Inside information

Inside information: HKFoods Plc announces the indicative tender offer results, amendment of bond terms approved in procedure in writing

HKFoods Plc, Stock Exchange Release, Inside Information 7 June 2024, 6.00 p.m.
Finnish time

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN,
NEW ZEALAND, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH
CIRCUMSTANCES IN WHICH THE OFFERING OF THE NOTES, THE TENDER OFFER OR THE
RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

Inside information: HKFoods Plc announces the indicative tender offer results,
amendment of bond terms approved in procedure in writing

HKFoods Plc (the "Company") announces today the indicative results of the
invitation to all holders (each a "Noteholder") of the outstanding EUR 90
million 5.000 per cent fixed-rate unsecured senior notes due 24 March 2025
(ISIN: FI4000490990), the outstanding nominal amount of which is EUR 90 million
(the "Notes"), to tender their Notes for purchase by the Company (the "Tender
Offer") on the terms and conditions set out in the tender offer and consent
solicitation memorandum dated 31 May 2024 (the "Tender Offer and Consent
Solicitation Memorandum"). Further, the Company announces that the amendment of
the terms and conditions of the Notes to remove Clause 9 (Negative Pledge) of
the terms and conditions of the Notes has been approved in the procedure in
writing (the "Procedure in Writing"). Capitalised terms used in this release but
not defined herein have the meanings given to them in the Tender Offer and
Consent Solicitation Memorandum.

Indicative tender offer results

At the Expiration Deadline of the Tender Offer, 4.00 p.m. (Finnish time) on 7
June 2024, the aggregate nominal amount of the Notes validly tendered by the
Noteholders for purchase at the Purchase Price of Notes was EUR 73.66 million.
The Purchase Price of Notes is 101.250 per cent, i.e. EUR 1,012.5 per EUR 1,000
nominal amount of the Notes.

The Company indicatively intends to accept for purchase any and all tender
instructions from Noteholders who also subscribe for the new notes contemplated
to be issued by the Company (the "New Notes"), up to the nominal amount
subscribed for and allocated in the issue of New Notes (or a higher amount at
the sole discretion of the Company), rounding down to the nearest denomination
of the Notes, subject to satisfaction of or waiver by the Company of the New
Issue Condition. The New Issue Condition has been described in the stock
exchange release published on 31 May 2024.

The Company has reserved the right, in its sole discretion, to decide on
acceptance of the Notes tendered for purchase in the Tender Offer, including not
to accept any Notes for purchase. Whether the Company will accept for purchase
any Notes validly tendered is subject to (unless such condition is waived by the
Company in its sole discretion), without limitation, to the fulfilment of the
New Issue Condition, including the successful pricing on terms satisfactory to
the Company (in its sole discretion) of the contemplated issue of the New Notes.

As at the date of this release, the New Issue Condition has not yet been
fulfilled. The Company will announce the final results of the Tender Offer, and
simultaneously announce whether the New Issue Condition has been fulfilled or
not, as soon as feasible, and no later than on 20 June 2024.

Amendment of the terms and conditions of the Notes

The Company announced on 31 May 2024 the Procedure in Writing in respect of the
Notes to remove Clause 9 (Negative Pledge) of the terms and conditions of the
Notes. Today, the Company announces that a sufficient number of replies was
provided in the Procedure in Writing in order to constitute a quorum, and more
than fifty per cent of the principal amount of the Notes outstanding voted in
favour of the proposed amendment of the terms and conditions of the Notes before
the expiry of the voting period on 10 June 2024. Therefore, the voting has been
closed and the proposed removal of Clause 9 (Negative Pledge) of the terms and
conditions of the Notes is deemed to have been approved in the Procedure in
Writing. The amendments to the terms and conditions of the Notes approved in the
Procedure in Writing shall become effective immediately upon and conditional on
fulfilment the New Issue Condition.

Further information on the Procedure in Writing can be found in the Company's
stock exchange release of 31 May 2024 and the notice of the Procedure in Writing
attached to such stock exchange release.

Dealer managers and solicitation agents provide additional information:

Danske Bank A/S: e-mail: liabilitymanagement@danskebank.dk / tel: +45 33 64 88
51

OP Corporate Bank plc: e-mail: liabilitymanagement@op.fi / tel: +358 50 599 1281

Distribution:

Nasdaq Helsinki

Key media

www.hkfoods.com

Further enquiries:

Juha Ruohola, CEO, HKFoods Plc, tel. +358 400 647 160
Jyrki Paappa, CFO, HKFoods Plc, tel. +358 50 556 6512
HKFoods Media Service Desk, tel. +358 10 570 5700 or communications@hkfoods.com

With 110 years of experience, we at HKFoods make life tastier - today and
tomorrow. Our strategic target is to grow into a versatile food company. Our
home markets are Finland and Denmark, where around 3,600 of our professionals
make responsible and locally produced food for consumers' varied food moments.
Our well-known brands include HK[®], Kariniemen[®], Via[®] and Rose[®]. We are
developing a more climate-friendly way of producing food. HKFoods is a publicly
listed company, and in 2023, our net sales from continuing operations totalled
nearly EUR 1.2 billion. www.hkfoods.com

Important Information

This communication must be read in conjunction with the Tender Offer and Consent
Solicitation Memorandum, which may be obtained from Danske Bank A/S or OP
Corporate Bank plc, and is only available to, qualifying holders of the Notes.
This communication and the Tender Offer and Consent Solicitation Memorandum
contain important information that should be read by the qualifying holders of
the Notes carefully before any decision is made with respect to the Tender Offer
or the Procedure in Writing. If any holder is in any doubt as to the contents of
this communication or the Tender Offer and Consent Solicitation Memorandum or
the action it should take, it is recommended to seek its own financial and legal
advice, including in respect of any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, tax or legal
adviser. None of the Dealer Managers or the Tender Agent of the Tender Offer,
the Solicitation Agents or the Tabulation Agent of the Procedure in Writing, nor
the Company makes any recommendation whether holders should tender Notes
pursuant to the Tender Offer or participate in the Procedure in Writing.

None of the Dealer Managers or the Tender Agent of the Tender Offer, the
Solicitation Agents or the Tabulation Agent of the Procedure in Writing or any
of their directors, officers, employees, agents or affiliates assumes any
responsibility for the accuracy or completeness of the information concerning
HKFoods, the Notes, the Tender Offer, or the Procedure in Writing contained in
this communication or in the Tender Offer and Consent Solicitation Memorandum.
None of the Company or any of its directors, officers, employees, agents or
affiliates is acting for any holder of the Notes nor will the Dealer Managers or
the Tender Agent of the Tender Offer or the Solicitation Agents or the
Tabulation Agent of the Procedure in Writing or any of their directors,
officers, employees, agents or affiliates be responsible to any holders for
providing the protections afforded to their clients or for advising any holders
in connection with the Tender Offer or the Procedure in Writing.

The information contained herein is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or into Australia,
Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or such
other countries or otherwise in such circumstances in which the release,
publication or distribution would be unlawful. The information contained herein
does not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of, the New Notes any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any such
jurisdiction.

This communication does not constitute an offer of securities for sale in the
United States. The Notes or the New Notes have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or under the applicable securities laws of any state of the United States
and may not be offered or sold, directly or indirectly, within the United States
or to, or for the account or benefit of, U.S. persons except pursuant to an
applicable exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

This communication does not constitute an offer of the Notes or the New Notes to
the public in the United Kingdom. No prospectus has been or will be approved in
the United Kingdom in respect of the Notes or New Notes. Consequently, this
communication is directed only at (i) persons who are outside the United
Kingdom, (ii) persons in the United Kingdom that are qualified investor within
the meaning of Article 2(e) of the Prospectus Regulation as incorporated into UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 that are also
(a) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"),
(b) high net worth entities, and (iii) other persons to whom it may lawfully be
communicated, falling within Article 49(2) of the Order (all such persons
together being referred to as "relevant persons"). Any investment activity to
which this communication relates will only be available to, and will only be
engaged with, relevant persons. Any person who is not a relevant person should
not act or rely on this document or any of its contents.