Notice of the Extraordinary General Meeting

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HKScan Corporation          Stock exchange release           7 January 2019     15:30 (EET) 

The shareholders of HKScan Corporation are invited to the Extraordinary General Meeting to be held on Wednesday, 30 January 2019, beginning at 10 am (EET), at Congress Centre Mauno, at the address BioCity, Tykistökatu 6, Turku, Finland. Registration of the shareholders who have notified the Company of their intention of attending the meeting, and coffee serving will commence at 9 am.

A) Matters on the agenda of the Extraordinary 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. Resolution on the number of members of the Board of Directors

The Board of Directors’ Nomination Committee, representing over two thirds of the voting rights in HKScan Corporation, has prepared a proposal to the Board of Directors. The Board of Directors proposes to the Extraordinary General Meeting that the number of ordinary members of the Board of Directors be five (5). The number of deputy members of the Board of Directors is proposed to be two (2).

7. Election of members of the Board of Directors

Reijo Kiskola and Per Olof Nyman continue as Board members and Carl-Peter Thorwid as deputy Board member until the end of the Annual General Meeting 2019.

The Board of Directors’ Nomination Committee, representing over two thirds of the voting rights in HKScan Corporation has prepared a proposal to the Board of Directors. The Board of Directors proposes to the Extraordinary General Meeting that as new members of the Board of Directors be elected, according to their consent, until the end of the Annual General Meeting 2019, Jari Mäkilä, Harri Suutari and Terhi Tuomi. In addition, it is proposed that as new deputy Board member, according to his consent, be elected Ilkka Uusitalo, until the end of the Annual General Meeting 2019.

Biographical details of all nominees for Board member are available on HKScan Corporation’s website at www.hkscan.com on 9 January 2019 at the latest.  

8. Closing of the meeting

B) Documents of the Extraordinary General Meeting

The proposals of the Board of Directors relating to the agenda of the Extraordinary General Meeting and this notice may be viewed on HKScan Corporation’s website at www.hkscan.com on 9 January 2019 at the latest. The proposals of the Board of Directors will also be available at the Extraordinary General Meeting. Copies of the documents and this notice will be sent to shareholders upon request. The minutes of the Extraordinary General Meeting will be made available on the website at www.hkscan.com no later than on 13 February 2019.

C) Instructions for participants in the Extraordinary General Meeting

  1. The right to participate and registration

Each shareholder, who is registered on 18 January 2019 in the Company’s shareholders’ register held by Euroclear Finland Ltd, has the right to participate in the Extraordinary 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 Extraordinary General Meeting must notify the Company of their intention of doing so by 25 January 2019 at 4 pm (EET). Notification may be made:

a)     through the Company’s website www.hkscan.com;

b)     by telephone: +358 (0)10 570 6100 (from Monday to Friday 9 am–4 pm (EET)); or

c)     by regular mail to: HKScan Corporation, Extraordinary General Meeting, P.O. Box 50, FI-20521 Turku, Finland.

The notification shall give the name, personal identification number or business ID, 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 Extraordinary General Meeting and the processing of related registrations.

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

  1. Proxy representative and powers of attorney

A shareholder may participate in the Extraordinary 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 Extraordinary General Meeting. If the shareholder participates in the Extraordinary 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, Extraordinary General Meeting, P.O. Box 50, FI-20521 Turku, Finland before the close of the registration deadline.

  1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, 18 January 2019, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 25 January 2019, by 10 am. As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting.

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 Extraordinary 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 Extraordinary General Meeting. Such notification for registration must be made by the above-mentioned date and time.

  1. Other information

On the date of this notice of the Extraordinary General Meeting, 7 January 2019, the total number of shares in HKScan Corporation is 49 626 522 A shares and 5 400 000 K shares and the total number of votes is 49 626 522 for A shares and 108 000 000 for K shares.

Turku 7 January 2019

HKScan Corporation

Board of Directors

HKScan Media Service Desk tel. +358 (0)10 570 5700 or email communications@hkscan.com 

HKScan is a Nordic meat and meals company. We employ over 7 300 professionals in striving to serve the world´s most demanding consumers, maintaining quality throughout the full chain of operations, From Farm to Fork. HKScan produces, markets and sells high-quality, sustainably produced pork, beef, poultry and lamb products, as well as charcuterie and meals, with strong consumer brands, including HK®, Scan®, Rakvere®, Kariniemen®, Rose®, Pärsons® and Tallegg®. Our customers are the retail, food service, industrial and export sectors, and our home market comprises of Finland, Sweden, Denmark and the Baltics. We export to close to 50 countries. In 2017, HKScan had net sales of EUR 1.8 billion, making us one of Europe’s leading meat and meals companies. www.hkscan.com 

DISTRIBUTION: Nasdaq Helsinki, key media, www.hkscan.com 

 

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