CHANGES IN HKSCAN'S BOARD OF DIRECTORS, HKSCAN'S BOARD OF DIRECTORS CONVENES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
HKScan Corporation Stock exchange release 4 January 2011, at 16.30
CHANGES IN HKSCAN'S BOARD OF DIRECTORS, HKSCAN’S BOARD OF DIRECTORS CONVENES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
HKScan Corporation's ("HKScan") Board of Directors has in its meeting held today decided to convene an Extraordinary General Meeting after receiving the notices of resignation of three Board members. The Extraordinary General Meeting is to be held on 4 February 2011 at 11.00 am in order to decide on the composition of the Board of Directors. Notice of resignation has been given by Markku Aalto, Tiina Varho-Lankinen and Matti Murto. The resignations of the three members will become effective upon the election of replacing members to the Board of Directors by an Extraordinary General Meeting. The notice to the Extraordinary General Meeting will be issued on 7 January 2011. The notice is attached to this release.
HKScan announced on 20 December 2010 that it had received the District Court's decision relating to the share trading made by LSO Osuuskunta in 2006. According to the decision of the District Court, the members of the Board of Directors of LSO Osuuskunta at the time − including the three members of HKScan’s current Board of Directors mentioned above − are guilty of negligent abuse of insider information, for which the District Court has imposed fines. All three have registered their intent to appeal the District Court’s judgement.
HKScan’s largest shareholder LSO Osuuskunta proposes Mr Juha Kylämäki, Mr Niels Borup and Mr Tero Hemmiläas new members of the Board of Directors. Law student Juha Kylämäki is a farmer and producer of poultry meat. M.Sc Niels Borup is a farmer and a pork meat and milk producer. MSc (agr. and for.) Tero Hemmilä is the managing director of Yara Suomi Oy.
More detailed information of the proposed new board members will be available on HKScan's website as of 7 January 2011.
It is not proposed that the number of Board members be changed.
Board of Directors
Further information: HKScan Group lawyer. Please leave any messages for him to call with Marjukka Hujanen on +358 10 570 6218.
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.
NASDAQ OMX Helsinki
NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The shareholders of HKScan Corporation are invited to the Extraordinary General Meeting to be held on Friday, 4 February 2011, beginning at 11am, at Mauno Koivisto Centre, auditorium, at the address Tykistökatu 6 (BioCity) in Turku. Registration of the shareholders who have notified the Company of their intention of attending the meeting will commence at 10am.
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.Election of the members of the Board of Directors
The current members of the Board of Directors, Mr. Markku Aalto, Ms. Tiina Varho-Lankinen and Mr. Matti Murto have informed that they will resign from their tasks as members of the Board of Directors as of the end of the Extraordinary General Meeting.
The largest shareholder of the Company LSO Co-operative, representing more than 34 per cent of the Company’s shares and more than 69 per cent of the Company’s voting rights attached to the shares has proposed that the Extraordinary General Meeting of Shareholders elects Mr. Juha Kylämäki, Mr. Niels Borup and Mr. Tero Hemmilä as new members of the Board of Directors replacing resigning current members. Number of the members of the Board of Directors is not proposed to be amended.
Personal data of Juha Kylämäki, Niels Borup and Tero Hemmilä is from 7 January 2011 available at the Company’s website at www.hkscan.com.
7.Closing of the meeting
B.Documents of the Annual General Meeting
This notice may be viewed on HKScan Corporation’s website at www.hkscan.com. Copy of this notice will be sent to shareholders upon request. The minutes of the Extraordinary General Meeting will be made available on the above website no later than on 18 February 2011.
C.Instructions for participants in the Extraordinary General Meeting
1.The right to participate and registration
Each shareholder, who is registered on 25 January 2011 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 1 February 2011 at 4pm. Notification may be made:
a)through the Company’s website www.hkscan.com;
b)by telephone: +358 (0)10 570 6218 (from Monday to Friday 9am–4pm);
c)by fax: +358 (0)2 250 1667; or
d)by regular mail to: HKScan Corporation, Annual General Meeting, PO Box 50, FI-20521 Turku, Finland
The notification shall give the name, personal identification number, 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 Companies Act, shareholders present at the Extraordinary General Meeting have the right to request information about the business transacted at the meeting.
2.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, PO Box 50, FI-20521 Turku, Finland before the close of the registration deadline.
3.Holders of nominee registered shares
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 10am on 1 February 2011.
On the date of this notice of the Extraordinary General Meeting 7 January 2011, 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 4 January 2011
Board of Directors