HKScan Oyj - Decisions of general meeting

Resolutions passed by the Annual General Meeting of HKScan Corporation

HKScan Oyj            Stock Exchange Bulletin         April 27, 2011        
15.10 

Resolutions passed by the Annual General Meeting of HKScan Corporation

The Annual General Meeting of HKScan Corporation has on this date adopted the
parent company's and consolidated financial statements and discharged the
members of the Board of Directors and the CEO from liability for the year 2010. 

The Annual General Meeting resolved on the payment of EUR 0.22 per share in
dividend for 2010 in accordance with the proposal of the Board of Directors.
The dividend will be paid to those shareholders who at the record date of 2 May
2011 are registered in HKScan's share register maintained by Euroclear Finland
Ltd (the Finnish Central Securities Depository APK). The date of payment is 10
May 2011. 

ELECTION OF THE BOARD OF DIRECTORS

In accordance with the recommendation given by the Board of Directors'
Nomination Committee, the Annual General Meeting resolved that the annual
remuneration payable to the members of the Board of Directors to be elected for
the next term of office remains unchanged from 2010 and is 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
paid for attendance at Board and Board committee meetings. Travel expenses will
be compensated according to company travel policy. 

In departure from the recommendation of the Board of Directors, the Annual
General Meeting resolved, on the proposal of HKScan's largest shareholder, LSO
Osuuskunta, that the number of members of the company's Board of Directors be
six (6). Juha Kylämäki, Niels Borup, Matti Karppinen, Tero Hemmilä and Otto
Ramel were, in accordance with the proposal of the Board of Directors,
re-elected to a new term and, on the recommendation of LSO Osuuskunta, Henrik
Treschow was elected as a new member. At the organization meeting held
immediately following the AGM, the Board re-elected Juha Kylämäki as chairman
and Niels Borup as deputy chairman. 

Elected as a new member of the Board, Henrik Treschow has had a long career in
the food sector spanning more than 30 years. Until 2007 he served as Procordia
Food AB's deputy managing director. Following his retirement, Mr Treschow has
focused on Board work in a number of companies in the agricultural and forestry
sector and the food industry in Sweden, Finland and Norway. Mr Treschow has an
MBA from Lund University. 

The personal particulars of all the members elected to the Board are available
on HKScan Corporation's website at www.hkscan.com. 

ELECTION OF AUDITOR

In accordance with the recommendation given by the Board of Directors' Audit
Committee, the Annual General Meeting resolved that the remuneration of the
auditor be paid according to the auditor's invoice accepted by the company. 

In accordance with the recommendation given by the Board of Directors' Audit
Committee, the Annual General Meeting elected 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 Jari Viljanen be elected as deputy auditors. 



AUTHORISATION TO DECIDE ON THE PURCHASE OF THE COMPANY'S OWN SERIES A SHARES
AND/OR ON THE ACCEPTANCE OF OWN SERIES A SHARES AS PLEDGE 

The Annual General Meeting authorised the Board of Directors to resolve on
purchasing the Company's own Series A shares and/or on the acceptance of own
series A shares as pledge, as follows: 

The aggregate number of Series A shares to be purchased and/or accepted as
pledge shall not exceed 2,500,000, which corresponds to approximately 4.5% of
all the shares in the Company and approximately 5.0% 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 which consequently reduces the amount of
the funds available for distribution of profits. 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 shares may be purchased under the proposed authorisation in order to
develop the capital structure of the Company. In addition, the shares may be
repurchased under the proposed authorisation in order to finance or carry out
acquisitions or other arrangements, 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
authorisation may not be utilized inconsistently with the principle of equal
treatment of shareholders. The authorisation is effective until 30 June 2012. 

The authorisation revokes that granted on 23 April 2010 by the Annual General
Meeting to the Board of Directors to acquire the company's own A Shares. 



AUTHORISATION TO RESOLVE ON AN ISSUE OF SHARES, OPTIONS AS WELL AS OTHER
INSTRUMENTS ENTITLING TO SHARES 

The Annual General Meeting authorised 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 Finnish 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 2,500,000 Series A
shares. The maximum amount of the shares covered by the authorisation
corresponds to approximately 4.5% of all the registered shares of the Company
and approximately 5.0% 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 2012. 

The authorisation revokes authorisation granted on 23 April 2010 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 authorisation to issue new shares, options as well as other instruments
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. A directed share issue always requires a weighty economic reason
for the Company and the authorisation may not be utilized inconsistently with
the principle of equal treatment of shareholders. 



The minutes of the Annual General Meeting will be made available on the
company's website no later than on 11 May 2011. 







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, Denmark, the Baltic countries 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 11,000 employees. It had net sales of
EUR 2.1 billion in 2010. 



DISTRIBUTION:
NASDAQ OMX Helsinki
Main media
www.hkscan.com