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Because the module is compiled for another kernel versiontag. You see this message even when the kernel version is same, but there is a custom tag added (for example a "+" sign when kernel compiled from dirthy sources, so the zipped kernel module's version could be 3.4.39+, while yours is 3.4.39).
However you can force load the module:
It worked for me for kernel 3.4.39 (loboris).
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