NOTICE TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF HKSCAN
HKScan Corporation STOCK EXCHANGE RELEASE, 20 March 2008, at 12noon
NOTICE TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF HKSCAN The shareholders of HKScan Corporation are invited to the Annual General Meeting of Shareholders to be held on Tuesday, 22 April 2008, beginning at 11.00 a.m., at Finlandia Hall, conference room Terrace Hall, at the address Mannerheimintie 13 e (entrance: M4 and K4) in Helsinki. Reception of the shareholders registered for the meeting begins at 10.00 a.m. The following matters shall be addressed in the meeting: 1. The matters to be decided upon in the Annual General Meeting of Shareholders pursuant to Section 8 of the Articles of Association 2. The proposal of the Board of Directors to authorize the Board of Directors to purchase the Company's own Series A shares The Board of Directors proposes to the Annual General Meeting of Shareholders to authorize 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 authorization 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 authorization is effective until 30 June 2009. The authorization revokes that granted on 20 April 2007 by the Annual General Meeting of Shareholders to the Board of Directors to acquire the company's own A Shares. 3. The proposal of the Board of Directors to authorize 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 of Shareholders to authorize 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: The authorization applies to issuing of Series A shares. The authorization shall be limited to a maximum of 5,500,000 shares. The maximum amount of the shares covered by the authorization corresponds to approximately 14.0% of all the registered shares of the Company. The Board of Directors shall be authorized to resolve upon all the terms and conditions of the issue of shares and other instruments entitling to shares. The authorization 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 authorization shall be effective until 30 June 2009. The authorization revokes that granted on 20 April 2007 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 authorizations 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, implementing acquisitions or as incentives for employees. 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 authorizations may not be utilized inconsistently with the principle of equal treatment of shareholders. DOCUMENTS ON DISPLAY The Annual Accounts, the Annual Report and the Auditor's Report as well as the Proposals of the Board of Directors may be viewed in their entirety by the shareholders at the Company's headquarters at the address Kaivokatu 18, 20520 Turku as of 15 April 2008. Copies of the documents shall be sent upon request to shareholders as of the above-mentioned date and will also be available during the Annual General Meeting of Shareholders. DIVIDEND The Board of Directors proposes to the Annual General Meeting of Shareholders that a dividend of EUR 0.27 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 the Finnish Central Securities Depository Ltd. The Board of Directors proposes that the record date for the dividend payment be 25 April 2008 and the payment date be 6 May 2008. COMPOSITION OF THE BOARD OF DIRECTORS Shareholders representing over two thirds of the voting rights in HKScan Corporation have notified the Company of their intent to propose to the Annual General Meeting of Shareholders that the number of Board members be fixed as five (5), and that Markku Aalto, Tiina Varho-Lankinen and Johan Mattsson, the current members, be re-elected for the next term of office. Matti Murto and Matti Karppinen are proposed as new members of the Board of Directors. ELECTION OF AUDITORS Shareholders representing over two thirds of the voting rights in HKScan Corporation have notified the Company of their intent to propose to the Annual General Meeting of Shareholders that PricewaterhouseCoopers Oy, an audit firm chartered by the Central Chamber of Commerce, with CPA Johan Kronberg as responsible auditor, and CPA Petri Palmroth be elected as the Company's auditors until the close of the next Annual General Meeting of Shareholders, and that CPA Mika Kaarisalo and CPA Pasi Pietarinen be elected as deputy auditors. RIGHT TO PARTICIPATE AND NOTIFYING OF PARTICIPATION Shareholders registered as shareholders on 11 April 2008 in the shareholders' register of the Company maintained by the Finnish Central Securities Depository Ltd have the right to participate in the Annual General Meeting of Shareholders. A shareholder who wishes to participate in the Annual General Meeting of Shareholders is to notify the Company of his intention to participate no later than on 14 April 2008 by 4.00 p.m. by mail to the address HKScan Corporation, Annual General Meeting of Shareholders, PO. Box 50, 20521 Turku, or by email to the address marjukka.hujanen(at)hkscan.com, or by telefax to the number (02) 250 1667, or by phone 010 570 100/Hujanen. When notifying of participation by mail, telefax or email, the notification must reach its destination before the end of the notification period. Possible Powers of Attorney are requested to be delivered to the above-mentioned address along with the notice of participation. HKSCAN CORPORATION Board of Directors Kai Seikku CEO DISTRIBUTION: OMX Nordic Exchanges Main media www.hkscan.com