HKScan Oyj - Notice to general meeting

ANNOUNCEMENT ON THE HOLDING OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF HKSCAN CORPORATION

HKScan Corporation     STOCK EXCHANGE RELEASE    18 March 2010, at 5pm


ANNOUNCEMENT ON THE HOLDING OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
HKSCAN CORPORATION 

The shareholders of HKScan Corporation are invited to the Annual General
Meeting to be held on Friday, 23 April 2010, beginning at 11am, at Finlandia
Hall, Congress Hall A, at the address Mannerheimintie 13 e (entrances: M1 and
K1) in Helsinki. Registration of the shareholders who have notified the Company
of their intention of attending the meeting will commence at 10am. 

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 scrutinise 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 and the auditor's report for the year 2009 
- Review by the CEO

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 a dividend
of EUR 0.22 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 28 April 2010 and the payment
date be 5 May 2010. 

9. Resolution on the discharge from liability of the members of the Board of
Directors and the CEO 

10. 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 annual remuneration payable to the members of the Board of
Directors to be elected for the next term of office be as follows: EUR 21,000
to Board member, EUR 25,800 to Vice Chairman of the Board and EUR 51,600 to
Chairman of the Board. In addition, a compensation of EUR 500 per meeting is
proposed for attendance at Board and Board committee meetings. Travel expenses
will be compensated according to company travel policy. 

11. 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 members of the Board of Directors be six (6). 

12. Election 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 current Board members Mr Markku Aalto, Ms Tiina
Varho-Lankinen, Mr Matti Karppinen and Mr Matti Murto be re-elected for a
further term of office and that Mr Pasi Laine and Mr Otto Ramel be elected as
new members of the Board of Directors. 

Mr Pasi Laine is President of Energy and Environmental Technology at Metso. He
has a Master of Science's degree from Helsinki University of Technology. 

Mr Otto Ramel is farm entrepreneur and beef producer. He has an Agricultural
Technologist degree from the Swedish Agricultural University and a BA in
business from Lund University. 

Biographical details of all nominees for Board member are available on HKScan
Corporation's website at www.hkscan.com. 

13. 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. 

14. 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
PricewaterhouseCoopers Oy, an audit firm chartered by the Central Chamber of
Commerce, with APA Johan Kronberg as responsible auditor, and APA Petri
Palmroth be elected as the Company's auditors until the close of the next
Annual General Meeting, and that APA Mika Kaarisalo and APA Pasi Pietarinen be
elected as deputy auditors. 

15. Proposal by the Board of Directors on amendment of the Articles of
Association 
The Board of Directors proposes to the Annual General Meeting the amendment of
Articles 6, 7 and 9 of the Articles of Association, concerning the venue of
general meetings, the notice to general meetings and the Board of Directors of
the Company, respectively, to read as follows: 

Article 6. The Annual General Meeting of Shareholders shall be held annually by
the end of June on a date to be determined by the Board of Directors. General
meetings of shareholders may be held in the Company's domicile Turku, Vantaa or
Helsinki. 

Article 7. Notices to general meetings of shareholders shall be given to
shareholders no earlier than three (3) months and no later than three (3) weeks
prior to the meeting, however, no later than nine (9) days prior to the record
date of the meeting, by publication of the notice on the Company's website and,
if so decided by the Board of Directors, in one or more national newspapers as
determined by the Board of Directors. 

Article 9. The Company has a Board of Directors comprising between five and
seven (5-7) members. 
The Board of Directors elects a chairman and deputy chairman from among its
members. 
16. Authorising the Board of Directors to decide on the purchase of the
Company's own Series A shares 
The Board of Directors proposes to the Annual General Meeting to authorise the
Board of Directors to resolve on purchasing the Company's own Series A shares,
as follows: 

The aggregate number of Series A shares to be purchased shall not exceed
3,500,000, which corresponds to approximately 6.5% of all the shares in the
Company and approximately 7.2% of all the Series A shares in the Company. 

The Company's own shares may be purchased on the basis of the authorisation
only by using non-restricted equity. The Company's own 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 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). The authorisation is effective until 30 June
2011. 

The authorisation revokes that granted on 23 April 2009 by the Annual General
Meeting to the Board of Directors to acquire the company's own A Shares. 

17. Authorising the Board of Directors to resolve on an issue of shares,
options as well as other instruments entitling to shares 
The Board of Directors proposes to the Annual General Meeting to authorise the
Board of Directors to resolve on an issue of shares, options, as well as other
instruments entitling to shares as referred to in Chapter 10 Section 1 of the
Companies Act, as follows: 

This authorisation concerns the issuance of Series A shares. The Board of
Directors shall be authorised to decide on the number of shares to be issued.
The authorisation shall, however, be limited to a maximum of 5,500,000 Series A
shares. The maximum amount of the shares covered by the authorisation
corresponds to approximately 10.2% of all the registered shares of the Company
and approximately 11.3% of all the Series A shares in the Company. 

The Board of Directors shall be authorised to resolve upon all the terms and
conditions of the issue of shares and other instruments entitling to shares.
The authorisation to issue shares shall cover the issuing of new shares as well
as the transfer of the Company's own shares. The issue of shares and other
instruments entitling to shares may be implemented as a directed issue. The
authorisation shall be effective until 30 June 2011. 

The authorisation revokes that granted on 23 April 2009 by the Annual General
Meeting to the Board of Directors to resolve on an issue of shares, options as
well as other instruments entitling to shares. 

The authorisations to purchase the Company's own shares and to issue new shares
are 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. A
directed purchase of the Company's own shares and a directed share issue always
requires a weighty economic reason for the Company and the authorisations may
not be utilized inconsistently with the principle of equal treatment of
shareholders. 

18. Closing of the meeting


B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals of the Board of Directors relating to the agenda of the Annual
General Meeting as well as this notice may be viewed on HKScan Corporation's
website at www.hkscan.com. The annual report of HKScan Corporation, including
the Company's financial statements, the report of the Board of Directors and
the Auditor's report, will be made available on the above website on 1 April
2010. The proposals of the Board of Directors and the financial statements will
also be available at the Annual General Meeting. 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 the above website no later
than on 7 May 2010. 


C. INSTRUCTIONS FOR PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered on 13 April 2010 in the Company's
shareholders' register held by Euroclear Finland Ltd, 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 20 April 2010 at 4pm. Notification
may be made: 

a) through the Company's website www.hkscan.com;
b) by telephone: +358 (0)10 570 6218 (from Monday to Friday 9am-4pm);
c) by fax: +358 (0)2 250 1667; or
d) by regular mail to: HKScan Corporation, Annual General Meeting, PO Box 50,
FI-20521 Turku, Finland 

The notification shall give the name, personal identification number, address
and telephone number of the shareholder and the name of any possible assistant.
Personal information given to HKScan Corporation will be used solely in the
context of the Annual General Meeting and the processing of related
registrations. 

Pursuant to Chapter 5, section 25 of the Companies Act, shareholders present at
the Annual General Meeting have the right to request information about the
business transacted at the meeting. 

2. 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. 

Original letters of proxy should be sent to HKScan Corporation, Annual General
Meeting, PO Box 50, FI-20521 Turku, Finland before the close of the
registration deadline. 

3. Holders of nominee registered shares

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 who wishes to attend the Annual General Meeting. Such
notification for registration must be made by 10am on 20 April 2010. 

4. Other information

On the date of this notice of the Annual General Meeting 18 March 2010, the
total number of shares in HKScan Corporation is 48,626,522 A shares and
5,400,000 K shares and the total number of votes is 48,626,522 for A shares and
108,000,000 for K shares. 

The official notice of the Annual General Meeting as referred to in the Limited
Liability Companies Act and the Articles of Association will be published on 26
and 27 March 2010. 


Turku 18 March 2010

HKScan Corporation
Board of Directors


Further information is available from HKScan Corporation CEO Matti Perkonoja.
Please leave any messages for him to call with Marjukka Hujanen on +358 (0)10
570 6218. 


HKScan is one of the leading food companies in northern Europe with home
markets in Finland, Sweden, the Baltics and Poland. HKScan manufactures, sells
and markets pork and beef, poultry products, processed meats and convenience
foods under several well-known local brand names. Its customers are retail, the
HoReCa sector, industry and export customers. HKScan is active in nine
countries and has some 10,000 employees. It had net sales of 2.1 billion euro
in 2009. 



DISTRIBUTION:
Nasdaq OMX, Helsinki
Main media
www.hkscan.com

Attachments:

hks_tiedote_yhtiokokouksesta_2010_engl.pdf