HKScan Oyj - Decisions of general meeting

RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF HKSCAN

HKScan Corporation      STOCK EXCHANGE RELEASE    23 April 2009, at 3.15pm


RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF HKSCAN

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 2008. 

The Annual General Meeting resolved on the payment of EUR 0.24 per share in
dividend for 2008 in accordance with the proposal of the Board of Directors.
The dividend will be paid to those shareholders who at the record date of 28
April 2009 are registered in HKScan's share register maintained by Euroclear
Finland Ltd (the Finnish Central Securities Depository APK). The date of
payment is 6 May 2009. 


ELECTION OF THE BOARD OF DIRECTORS

The Annual General Meeting confirmed the number of members on the Board of
Directors as five. Markku Aalto, Tiina Varho-Lankinen, Matti Murto and Matti
Karppinen were re-elected to a new term. Lars Hultström was elected to the
Board as new member. At the organisation meeting held immediately following the
AGM, the Board re-elected Markku Aalto as its Chairman and Tiina Varho-Lankinen
as Vice Chairman. 

Newly elected Board member Lars Hultström (born 1954) runs the manor Fors
Säteri in Katrineholm, Sweden. He holds a Master's degree in economics and
business administration and has an examination from the Swedish University of
Agricultural Sciences. Mr Hultström is Chairman of the Board of Directors of
Swedish Meats. 

The Annual General Meeting resolved that the annual remuneration payable to the
members of the Board of Directors for the next term of office be unchanged,
i.e. EUR 40,000 to Chairman of the Board, EUR 25,000 to Vice Chairman of the
Board and EUR 20,000 to Board members. 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 the company's travel policy. 


ELECTION OF AUDITORS

PricewaterhouseCoopers Ltd, an audit firm chartered by the Central Chamber of
Commerce, with CPA Johan Kronberg as responsible auditor, and CPA Petri
Palmroth were elected as the Company's auditors until the close of the next
Annual General Meeting of Shareholders. CPA Mika Kaarisalo and CPA Pasi
Pietarinen were elected as deputy auditors. Auditors' remuneration shall be
payable according to invoice accepted by the company. 


AMENDMENT OF THE ARTICLES OF ASSOCIATION

Article 7 of the Articles of Association was amended as follows:
“Notices to general meetings of shareholders shall be given by publication
thereof in at least two (2) national daily newspapers, as determined by the
Board of Directors, no earlier than three (3) months and no later than three
(3) weeks before the meeting.” 


AUTHORIZATION TO PURCHASE THE COMPANY'S OWN SERIES A SHARES

The Annual General Meeting of Shareholders authorized 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 8.9% of all the shares in the
Company and approximately 10.3% 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
2010. 

The authorisation revokes that granted on 22 April 2008 by the Annual General
Meeting of Shareholders to the Board of Directors to acquire the company's own
A Shares. 


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

The Annual General Meeting of Shareholders authorized 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 14.0% of all the registered shares of the Company
and approximately 16.2% 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 2010. 

The authorisation revokes that granted on 22 April 2008 by the Annual General
Meeting of Shareholders 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. 


HKScan Corporation


Matti Perkonoja
CEO



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Nasdaq OMX, Helsinki
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www.hkscan.com