HKScan Oyj - Company Announcement

HKSCAN BOARD HAS DECIDED ON A SHARE ISSUE DIRECTED TO THE SHAREHOLDERS OF ROSE POULTRY

HKScan Corporation     STOCK EXCHANGE RELEASE    9 December 2010, at 13.40

HKSCAN BOARD HAS DECIDED ON A SHARE ISSUE DIRECTED TO THE SHAREHOLDERS OF ROSE
POULTRY 

HKScan Corporation (”HKScan”) announced on November 29, 2010 that the leading
Danish poultry company Rose Poultry A/S (“Rose Poultry”) has been transferred
to its ownership and that the exact number of Series A shares to be issued as
part of the consideration will be calculated in accordance with the terms and
conditions of the agreement concerning the acquisition of Rose Poultry and the
confirmed number will be announced separately. 

The number of the Series A shares has now been confirmed and the Board of
Directors of HKScan has today decided on a share issue directed to the
shareholders of Rose Poultry - Vinderup Poultry A/S, Skovsgaard Fjerkræslagteri
A/S and Hedegaard A/S - pursuant to the authorisation granted to it by the
Annual General Meeting of Shareholders on April 23, 2010. The 1 000 000 Series
A shares in HKScan offered to the shareholders of Rose Poultry as part of the
purchase price have today been subscribed. The subscription price was EUR 8.00
per Series A share and it is paid in shares of Rose Poultry. The new Series A
shares now issued entitle to the same shareholder rights as the existing Series
A shares. 

The final purchase price of all shares in Rose Poultry was EUR 23.9 million.
The purchase price consisted of a cash payment of EUR 15.9 million and of 1 000
000 HKScan Series A shares. In connection with the transaction HKScan further
assumed liability for the interest bearing net debt of Rose Poultry the amount
of which has been specified as approximately EUR 45 million. 

The number of Series A shares issued in the share issue represents
approximately 2.02 percent of the number of all registered HKScan Series A
shares and approximately 0.63 percent of votes carried by all the company's
shares after the share issue has been effected. The terms and conditions of the
share issue are enclosed herewith. 

The share issue directed to the shareholders of Rose Poultry will result in the
number of Series A shares in HKScan rising from the current 48 626 522 to 49
626 522. The share capital will not be increased as the subscription price
shall be recorded as a whole into the reserve of invested unrestricted equity.
The tentative date for entry in the Trade Register of the new Series A shares
is December 17, 2010. The company will seek to have the share issue listed and
admitted to trading on the main list of Nasdax OMX Helsinki Ltd together with
the existing Series A shares as of December 20, 2010, subject to the
restrictions set out below. The Finnish Financial Supervisory Authority has
granted an exemption from the obligation to publish a prospectus in relation to
the listing of the new Series A shares. 

The new Series A shares issued in the share issue will be subject to a lock-up
arrangement. During a period of 21 months from the closing date of the
acquisition (being November 29, 2010) at maximum 100 000 Series A shares can be
transferred within a 30 day period to any third party other than HKScan without
the consent of HKScan. 


HKScan Corporation

Matti Perkonoja 
CEO

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


The largest poultry company in Denmark Rose Poultry produces annually more than
130 million kilos of poultry meat, which is sold under the company's own Rose
brand as well as under private labels as fresh, frozen or processed products in
the company's main markets in Denmark, Sweden and the UK. Rose Poultry has
three production facilities in Denmark and the company employs approximately 1
000 people. 

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 2009. 

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



APPENDIX - TERMS AND CONDITIONS OF THE DIRECTED SHARES ISSUE

The Board of Directors of HKScan Corporation ("HKScan") have on December 9,
2010 decided on a directed share issue pursuant to the authorisation granted to
it by the Annual General Meeting of Shareholders on April 23, 2010 in
accordance with, and subject to, the following terms and conditions: 

1.1	New shares 

A total of 1 000 000 new HKScan's Series A shares ("Shares") shall be offered
for subscription. The Shares represent approximately 2.06% of all the Series A
shares and 0.64% of the voting rights of all the shares of the company
registered at the time of the decision. 

1.2	Subscription rights 

The Shares shall be offered, deviating from the shareholders' pre-emptive right
of subscription set out in the Companies Act, for subscription to the
shareholders of Rose Poultry A/S ("Target Company") - Vinderup Poultry A/S,
Skovsgaard Fjerkræslagteri A/S and Hedegaard A/S - in accordance with the terms
and conditions of the relevant share purchase agreement. 

The pre-emptive subscription rights of the shareholders set out in the
Companies Act are being deviated from due to fact that the share issue relates
to an acquisition between the company and the subscribers, where the company
acquires the capital stock of the Target Company. The capital stock of the
Target Company has been agreed to be acquired partly against cash contribution
and partly by issuing the company´s new Series A shares as consideration. The
proportion of the purchase price payable with the new Series A shares
corresponds to the above mentioned 1 000 000 new Shares. There are thus weighty
financial reasons from the Company's perspective for deviating from the
pre-emptive subscription rights of the shareholders as referred to in Chapter 9
Section 4 of the Finnish Companies Act 

1.3	Subscription price 

The subscription price is EUR 8.00 per Share, thus the total subscription price
is EUR 8 000 000. The subscription price shall be recorded as a whole into the
reserve of invested unrestricted equity. The subscription price is based on the
agreement between the company and the subscribers. The subscription price is
agreed between the parties in connection with the overall arrangement where
both the cash consideration and the share consideration, to which the valuation
of contribution in kind affects, have been taken into account. The Board of
Directors has estimated that the subscription price per Share is in the
interest of the company and its shareholders. 

1.4	Payment of the subscription price 

The subscription price for the Shares will be paid by means of contribution in
kind, which consists of the capital stock of the Target Company. Separate
calculations have been prepared on the valuation of the contribution in kind
used for the payment of the subscription price for the Shares. An account of
the contribution in kind as set out in the Chapter 9 Section 12 Subsection 2 of
the Finnish Companies Act has been prepared. 

The Shares shall be paid in connection with the subscription of the Shares.

1.5	Subscription of Shares, approval of the subscriptions and the expiration of
the share issue 

The Shares shall be subscribed for on a separate subscription list by December
31, 2010. The subscription is binding and irrevocable on the subscribers. The
company will approve all subscriptions made in accordance with the terms and
conditions of the share issue. 

The Board of Directors is entitled to decide to accept or reject the decided
share issue in its entirety or in part. 

1.6	Conditionality

The share issue is conditional and subject to the fulfillment of the conditions
stated in the separate share purchase agreement signed between the company and
the subscribers. Further, the share issue resolution is conditional and subject
to the respective parties to the Pledge Agreement and Lock-Up Agreement having
executed the said agreements as has been determined in more detail in the
Closing Memorandum of the transaction. 

1.7	Registration of Shares and the application for admission to public trading

The subscribed and fully paid Shares shall be notified for registration to the
Trade Register without delay after the Shares have been fully paid and
subscribed for. After the registration, the Shares shall be included in the
book-entry system. The Shares shall be combined with the share class being
traded in the book-entry system and shall be sought to be admitted to listing
and trading on the main list of Nasdaq OMX Helsinki Ltd along with the
company´s other publicly traded shares after the Shares have been entered into
the Trade Register. The Financial Supervisory Authority has granted an
exemption from the obligation to publish a prospectus regarding listing of the
Shares. 

1.8	Shareholder rights 

A right to dividend as well as other shareholder rights attached to the Shares
shall commence when the Shares are registered into the Trade Register and in
the company's shareholder register. 

1.9	Other matters 

The Board of Directors of the company shall have the right to decide on other
matters relating to the share issue and possible technical corrections.