PROPOSALS OF THE BOARD OF DIRECTORS OF HKSCAN CORPORATION TO THE ANNUAL GENERAL MEETING
HKScan Corporation STOCK EXCHANGE RELEASE 17 March 2009, at 9am
PROPOSALS OF THE BOARD OF DIRECTORS OF HKSCAN CORPORATION TO THE ANNUAL GENERAL MEETING The Board of Directors of HKScan Corporation has decided to convene the shareholders of the company to the Annual General Meeting to be held at 11am on Thursday, 23 April 2009 in Helsinki in Congress Hall A of Finlandia Hall, address Mannerheimintie 13 e (entrance: M1 and K1), Helsinki, Finland. The Board of Directors shall address the following proposals in the meeting: PAYMENT OF DIVIDEND The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.24 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 Euroclear Finland Ltd (Finnish Central Securities Depository). The Board of Directors proposes that the record date for the dividend payment be 28 April 2009 and the payment date be 6 May 2009. PROPOSALS CONCERNING THE BOARD OF DIRECTORS In accordance with the recommendation given by the Board of Directors' Nomination Committee the Board of Directors proposes that the number of members of the Board of Directors shall be five (5) and that the current Board members Mr Markku Aalto, Ms Tiina Varho-Lankinen, Mr Matti Karppinen, Mr Johan Mattsson and Mr Matti Murto be re-elected for the next term of office. In accordance with the recommendation given by the Board of Directors' Nomination Committee the Board of Directors proposes that the annual remuneration payable to the members of the Board of Directors to be elected for the next term of office be unchanged, i.e. EUR 20,000 to Board member, EUR 25,000 to Vice Chairman of the Board and EUR 40,000 to Chairman of the Board. In addition, a compensation of EUR 500 per meeting is proposed for attendance at Board and Board committee meetings. Travel expenses will be compensated according to company travel policy. PROPOSALS CONCERNING THE AUDITORS In accordance with the recommendation given by the Board of Directors' Audit Committee the Board of Directors proposes 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. In accordance with the recommendation given by the Board of Directors' Audit Committee the Board of Directors proposes that the remuneration for the auditor be paid according to the auditor's invoice accepted by the company. PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION The Board of Directors proposes that Article 7 of the Articles of Association be 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 DECIDE ON THE PURCHASE OF THE COMPANY'S OWN SERIES A SHARES The Board of Directors proposes to the Annual General Meeting 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 2010. The authorization revokes that granted on 22 April 2008 by the Annual General Meeting 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 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 Board of Directors shall be authorized to decide on the number of shares to be issued. The authorization shall, however, be limited to a maximum of 5,500,000 Series A shares. The maximum amount of the shares covered by the authorization corresponds to approximately 14.0% of all the registered shares of the Company and approximately 16.2% of Series A shares. 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 2010. The authorization 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 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 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 authorizations may not be utilized inconsistently with the principle of equal treatment of shareholders. HKScan Corporation The Board of Directors Further information: Matti Perkonoja, CEO of HKScan Corporation. Please leave any messages for him to call with Marjukka Hujanen on +358 (0)10 570 6218. DISTRIBUTION: Nasdaq OMX, Helsinki Main media www.hkscan.com