HKScan Corporation STOCK EXCHANGE RELEASE 2 November 2009 at 4pm NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR SOUTH AFRICA. CANCELLATION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PLANNED TO BE HELD ON 9 NOVEMBER 2009 AND NOTICE TO A NEW EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF HKSCAN CORPORATION The Board of Directors of HKScan Corporation (the “Company”, “HKScan”) has decided due to a technical error to cancel the Extraordinary General Meeting of Shareholders planned to be held on 9 November 2009 and to convene a new Extraordinary General Meeting of Shareholders to be held on Tuesday 24 November 2009 at 10.00 am in the auditorium of Rantasipi Airport Congress Center, address Robert Huberin tie 4, Vantaa, Finland. The notice to the Extraordinary General Meeting of Shareholders is similar to the notice issued on 16 October 2009 with the addition that the Board of Directors proposes to the Extraordinary General Meeting of Shareholders also the amendment of Article 3 of the Articles of Association such that the maximum number of A shares is 60,000,000 instead of 40,000,000 shares. The Extraordinary General Meeting of Shareholders is thus convened to decide on authorizing the Board of Directors to decide to undertake a directed offering, in which shareholders have a pre-emptive right to subscribe for new A-shares of the Company based on their existing ownership of A-shares and K-shares, and to decide on the amendment of Article 3 of the Articles of Association to allow the execution of the contemplated share issue in the contemplated extent. The notice to the Extraordinary Meeting of Shareholders in its entirety is appended to this release. HKScan Corporation 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. DISCLAIMER: This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. HKScan Corporation does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia, Hong Kong, Japan or South Africa. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This communication does not constitute an offer of securities to the public in the United Kingdom. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) persons falling within Article 49(2) (a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will be engaged only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. APPENDIX: NOTICE TO NEW EXTRAORDINARY GENERAL MEETING OF HCSCAN CORPORATION AND CANCELLATION OF EARLIER NOTICE Notice is given to the shareholders of HKScan Corporation to the Extraordinary General Meeting to be held on Tuesday 24 November 2009 at 10.00 am in the auditorium of Rantasipi Airport Congress Center, address Robert Huberin tie 4, Vantaa, Finland. The reception of persons who have registered for the meeting will commence at 9.00 am. At the same time the Extraordinary General Meeting of Shareholders contemplated to be held on 9 November 2009 is cancelled. A. Matters on the agenda of the Extraordinary General Meeting At the Extraordinary General Meeting, the following matters will be considered: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinize 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. Authorizing the Board of Directors to decide on directed issuance of shares The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares in deviation from the shareholders' pre-emptive rights (directed issue). The number of shares to be issued based on this authorization shall not exceed 20,000,000 A shares, which on the date of this notice corresponds to approximately 50.9 % of all of the shares in the Company and approximately 59.0 % of the A shares in the Company. If all shares that may be issued under the authorization are issued, the number of shares issued would correspond to approximately 33.7 % of all of the shares in the Company and approximately 37.1 % of the A shares in the Company. The Board of Directors is authorized to decide on all the conditions of the issuance of shares. The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2010. The authorization does not revoke the share issue authorization granted by the General Meeting on 23 April 2009. 7. The Board of Directors' proposal regarding the amendment of Article 3 of the Articles of Association The Board of Directors proposes to the General Meeting that Article 3 of the Articles of Association is amended such that the maximum number of A shares is 60,000,000 instead of 40,000,000 shares. Following the amendment Article 3 of the Articles of Association would be as follows: “Article 3 At least 3,600,000 and at most 8,000,000 of the total number of shares in the company are Series K shares and at least 400,000 and at most 60,000,000 are Series A shares. Holders of Series K and A shares are entitled to exercise their right to vote at meetings of shareholders as provided in Article 5 of these Articles of Association.” 8. Closing of the meeting B. Documents of the General Meeting The proposals of the Board of Directors relating to the above agenda of the General Meeting, the Company's interim reports for the first, second and third quarters of 2009, a statement by the Board of Directors on the events that have occurred after the interim report for the third quarter of 2009 that have an essential effect on the state of the Company, this notice as well as other information required by the Finnish Companies Act and the Finnish Securities Markets Act are available on HKScan Corporation's website at www.hkscan.com. The 2008 annual report of HKScan Corporation, including the Company's annual accounts, the report of the Board of Directors and the Auditor's report for 2008, as well as the minutes from the Annual General Meeting held on 23 April 2009 are also available on the above-mentioned website. The proposals of the Board of Directors and the other documents are also available at the General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. C. Instructions for the participants in the General Meeting 1. The right to participate and registration Each shareholder, who is registered on the record date of the General Meeting 12 November 2009 in the shareholders' register of the Company held by Euroclear Finland Ltd has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the Company. A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than on 18 November 2009 before 4.00 p.m. by giving a prior notice of participation. Such notice can be given: a) by e-mail: marjukka.hujanen@hkscan.com b) by telephone: 010 570 6218 (from Monday to Friday 9 am - 4 pm) c) by telefax: 02 250 1667 d) by regular mail to: HKScan Corporation, Extraordinary General Meeting, P.O. Box 50, 20521 Turku, Finland In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant. If a shareholder holds shares on several book-entry accounts, he/she can participate in the Extraordinary General Meeting by way of proxy representation by more than one proxy representative, each representing shares on different book-entry accounts. In such case the shareholder shall further notify the shares represented by each proxy representative. Personal information given to HKScan Corporation will be used solely in the context of the General Meeting and the processing of related registrations. 2. Proxy representative and powers of attorney A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. Possible proxy documents should be delivered in originals to HKScan Corporation, Extraordinary General Meeting, P.O. Box 50, 20521 Turku, Finland before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, shall make a notification for temporary entry into the Company's shareholders' register in order to participate in the General Meeting. A holder of nominee registered shares can participate in the General Meeting if he/she, on the basis of his/her shareholding, is entitled to be recorded in the shareholders' register on the record date of the General Meeting 12 November 2009. The notification for temporary entry shall be made no later than on Thursday 18 November 2009. Changes in the shareholding that have occurred after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder. A notification by a holder of nominee registered shares for temporary entry into the Company's shareholders' register is perceived as a prior notice of participation in the General Meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. 4. Other information Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting. On the date of this notice 2 November 2009, the total number of shares in HKScan Corporation is 33,906,193 A shares and 5,400,000 K shares and the total number of votes is 33,906,193 for A shares and 108,000,000 for K shares. Turku 2 November 2009 HKScan Corporation The Board of Directors HKScan is one of the leading food companies in northern Europe with home markets in Finland, Sweden, the Baltics 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 10,000 employees. Annual net sales are 2.3 billion euro. DISTRIBUTION: Nasdaq OMX, Helsinki Main media www.hkscan.com
CANCELLATION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PLANNED TO BE HELD ON 9 NOVEMBER 2009 AND NOTICE TO A NEW EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF HKSCAN CORPORATION
| Source: HKScan Oyj