CORPORATE ARRANGEMENT BETWEEN HK RUOKATALO GROUP AND SWEDISH MEATSEXECUTED - SCAN AB LAUNCHES OPERAT

HK Ruokatalo Group Oyj    STOCK EXCHANGE BULLETIN 29 Jan 2007, 4.15pm


CORPORATE ARRANGEMENT BETWEEN HK RUOKATALO GROUP AND SWEDISH MEATS
EXECUTED - SCAN AB LAUNCHES OPERATIONS IN SWEDEN

The acquisition by HK Ruokatalo Group of the entire business of
Swedish Meats was executed today.

HK Ruokatalo Group’s Swedish subsidiary Scan AB has officially
launched operations. Scan is the largest meat industry company in
Sweden. Its entire capital stock is held by HK Ruokatalo Group. HK
Ruokatalo Group is thus expanding into a food company with a turnover
of some two billion euros and active in eight Northern European
countries.

In this context, the Board of HK Ruokatalo Group has on this date
decided to exercise the authorisation granted to it by the
Extraordinary Meeting of Shareholders on 22 December 2006 to decide on
the directed share issue to Swedish Meats and its terms and
conditions. The 4,843,000 series A shares in HK Ruokatalo Group
offered to Swedish Meats as part of the purchase price have been
subscribed on this date.

The new series A shares now issued entitle to the same shareholder
rights as existing series A shares with the exception of right to
dividend: The new series A shares are first entitled to dividend only
after the payment of dividend for 2006, if any, to be decided by the
company’s next Annual General Meeting of Shareholders.

The number of shares issued in the directed issue is equal to ca. 12.3
percent of the share capital of HK Ruokatalo Group and ca. 3.4 percent
of votes subsequent to the share issue. The terms and conditions of
the share issue are enclosed herewith. Subsequent to the share issue
and the stock swap to be executed with LSO Osuuskunta, communicated in
the release of 13 December 2006, Swedish Meats’ holding in HK
Ruokatalo Group will consist of 4,178,000 series A shares and 665,000
series K shares, equal to 12.32 percent of the company’s shares and
votes.

In addition to the share consideration, the purchase price consisted
of a cash consideration in the amount of ca. EUR 76 million (SEK 692
million). A further element of the deal was HK Ruokatalo Group
assuming liability for Swedish Meats’ debt amounting to a net value of
some EUR 171 million or SEK 1.6 billion. The rise in cash
consideration from the figure stated when the deal was announced on 10
November 2006 (SEK 557 million) is largely due to a reduction in the
amount of debt assumed from Swedish Meats. The sum of some EUR 7
million (ca. SEK 66 million) will be paid over the next five years in
additional purchase price, conditional however on the repayment to
Scan AB of certain Swedish Meats’ membership loans of equivalent
value. The final acquisition price according to share prices and
currency exchange rates at the time of execution (Enterprise value)
thus comes to ca. EUR 329 million.

The directed issue to Swedish Meats will result in the share capital
of HK Ruokatalo Group rising from the current EUR 58,587,428.10 to EUR
66,820,528.10. The tentative date for entry in the Trade Register of
the increase in share capital is 2 February 2007. The company will
seek to have the directed issue admitted to the Helsinki Exchanges for
trading to commence as soon as possible in spring 2007 as a distinct
book-entry series. The issue will be combined with the company’s
existing shares and traded together with them when the difference in
dividend between the shares no longer applies.

Magnus Lagergren has been appointed Managing Director of Scan AB. He
previously served as the CEO of Swedish Meats.

In connection with the financial statement bulletin to be issued on 27
February 2007, HK Ruokatalo Group will present pro forma information
on the enlarged Group and specify the value of the goodwill arising
from the transaction.


HK Ruokatalo Group Oyj


Kai Seikku
CEO


Further information:
CEO Kai Seikku and CFO Matti Perkonoja. Please leave any messages for
them to call with Katja Backman on +358 010 570 2428



APPENDIX:

ISSUE OF NEW SHARES IN HK RUOKATALO GROUP OYJ 2007 - TERMS OF
SUBSCRIPTION

Based on the authorization granted by the Extraordinary Meeting of the
Shareholders of HK Ruokatalo Group Oyj (hereafter "the Company") held
on 22 December 2006, the Board of Directors of the Company has decided
that shares of the Company be issued in deviation from the
shareholders’ pre-emptive right on the following terms and conditions.

The share issue is based on a share purchase agreement entered into
between the Company and Swedish Meats ek.för. ("Swedish Meats") on 9
November 2006 (the "Share Purchase Agreement"), according to which the
Company will purchase 100 per cent of the shares in Scan AB once the
business and assets of Swedish Meats have been transferred to Scan AB
in accordance with the Share Purchase Agreement (the "Acquisition").
The Shares to be issued will be offered for subscription to Swedish
Meats as part of the purchase price for the shares in Scan AB. The
remaining part of the purchase price will be paid in cash.

1. SHARES TO BE ISSUED
The Company offers for subscription a maximum of 4,843,000 new A
series shares (the "Shares", each a "Share").

2. SUBSCRIBERS OF THE SHARES AND REASONS FOR THE DEVIATION FROM THE
PRE-EMPTIVE RIGHTS OF SHAREHOLDERS
Swedish Meats shall have the right to subscribe for shares in the
share issue.

The share issue will be effected as part of the Acquisition. The
completion of the Acquisition is part of the expansion strategy of the
Company and its completion requires that part of the purchase price is
paid in the Company’s shares. Therefore, there are weighty financial
reasons for the deviation from the pre-emptive rights of the
shareholders, as defined in chapter 9, section 4 of the Companies’
Act, for the Company.

3. SUBSCRIPTION PRICE, BASIS FOR ITS DETERMINATION AND BOOKING IN THE
BALANCE SHEET
Payment for the Shares shall be effected through a contribution in
kind of 500,000 shares in Scan AB. An assessment of the assets
contributed is enclosed as Attachment A.

The subscription price shall be one (1) share in Scan AB against 9,686
shares in the Company (the "Subscription Price"). The Subscription
Price, in total EUR 75,308,650 thereby corresponding to EUR 15.55 per
share, which is the basis for the share compensation of the
Acquisition, has been set to correspond to the stock exchange price of
an A series share of the Company on 26 January 2007, which is the
business day preceding the closing date. The Subscription Price
thereby corresponds to the fair value of the Shares.

Of the Subscription Price a total of EUR 8,233,100, which is the
amount corresponding to the nominal value of 4,843,000 shares in the
Company, will be recorded as increase of the share capital and the
remainder as increase of the invested unrestricted equity fund.

4. SUBSCRIPTION PERIOD AND PLACE OF SUBSCRIPTION
The subscription of Shares shall take place on 29 January 2007 at the
premises of Hamilton Advokatbyrå AB in Stockholm at the address
Hamngatan 27 or at another place determined by the Board of Directors
of the Company and shall be made to the subscription list enclosed as
Attachment B. The Board of Directors of the Company may decide to
extend the subscription period. A further prerequisite for the
acceptance of the subscription is that all the conditions to the
completion of the Acquisition set forth in the Share Purchase
Agreement have been fulfilled.

The CFO of the Company, Matti Perkonoja, shall as authorised by the
Board of Directors of the Company decide upon the acceptance of the
subscriptions in accordance with these terms and conditions.
5. TERMS OF PAYMENT
The Subscription Price shall be paid by transferring the shares in
Scan AB used as the contribution in kind to the Company by 29 January
2007 at the latest. The Board of Directors of the Company may decide
to extend the payment period.

6. RIGHT TO DIVIDEND AND OTHER RIGHTS
The new Shares entitle to shareholder rights in the Company as of
their registration. The new shares do not, however, entitle to receive
funds in a distribution of funds according to the Companies Act,
Chapter 13, Section 1, Subsections 1 and 2 before the potential
dividends for the financial year 2006, in accordance with a decision
of the next Annual General Meeting of Shareholders, have been paid.

7. OTHER ISSUES
The Shares shall be issued within the book-entry system.

The Board of Directors of the Company may decide to cancel the share
issue, if the conditions to the completion of the acquisition set out
in the Share Purchase Agreement have not been fulfilled by. If the
share issue is cancelled, the Company will be obliged to return the
assets already received as payment for the Shares, if any.

ATTACHMENTS
- Assessment of the property devolving on the Company, of the payment
effected by contribution in kind, of the matters affecting the
valuation of the property and of the methods used in the valuation of
the property (Attachment A);
- Subscription list (Attachment B).



DISTRIBUTION:
Helsinki Exchanges
Main media
www.hk-ruokatalo.fi