HK Ruokatalo Group Oyj STOCK EXCHANGE RELEASE 21 March, at 10am NOTICE TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS The shareholders of HK Ruokatalo Group Oyj are invited to the Annual General Meeting of Shareholders to be held on Friday, 20 April 2007, beginning at 11.00am., at the Helsinki Fair Centre, conference room 208, at the address Messuaukio 1 (entrance: Hotel Holiday Inn Helsinki) in Helsinki. Reception of the shareholders registered for the meeting begins at 10.00am. The following matters shall be addressed in the meeting: 1. The matters to be decided upon in the Annual General Meeting of Shareholders pursuant to Chapter 5 Section 3 of the Companies Act and Section 9 of the Articles of Association 2. The proposal of the Board of Directors to amend the Articles of Association The Board of Directors proposes to the Annual General Meeting of Shareholders that the Articles of Association be amended. The amendments are principally due to the new Companies Act, which entered into force on 1 September 2006. Simultaneously, the Board of Directors proposes that the Company's name be changed. The principal content of the proposed amendments is the following: - The Company's name shall be changed to HKScan Oyj, HKScan Abp in Swedish, HKScan Corporation in English (Article 1) - The provisions concerning the Company's minimum and maximum share capital as well as the nominal value of shares shall be abolished (Articles 3, 4 and 5) - The provisions concerning the record date shall be abolished (Article 5a) - The provision concerning the right to participate in the General Meetings of Shareholders shall be amended to the extent it refers to adhering to the Companies Act (Article 6) - The period for delivery of the notice to the Shareholders' Meetings shall be amended so that the notice may be delivered at the earliest three (3) months prior to the General Meeting (Article 8) - The agenda of the Annual General Meeting shall be amended to correspond to the new Companies Act (Article 9) - The provisions concerning decision-making by the Board of Directors, as well as the provisions on the Directors' term of office shall be abolished to the extent that such issues are addressed by the non- mandatory provisions in the Companies Act (Article 10) - The provisions on the representation of the Company shall be amended to correspond to the terminology used in the new Companies Act (Article 11) - The provision on the amending of the Articles of Association shall be abolished as irrelevant (Article 14) 3. The proposal of the Board of Directors to authorise the Board of Directors to purchase the Company's own A-class shares The Board of Directors proposes to the Annual General Meeting of Shareholders to authorise the Board of Directors to resolve on purchasing the Company's own A-class shares, as follows: The aggregate number of A-class 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 A-class 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 2008. 4. The proposal of the Board of Directors to authorise the Board of Directors 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 authorise 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 Board of Directors shall be authorised to decide on the number of shares to be issued. The authorization shall, however, be limited to a maximum of 5,500,000 A-class shares. The maximum amount of the shares covered by the authorization corresponds to approximately 14.0% of all the registered shares of the Company. The Board of Directors shall be authorised 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 2008. 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, implementing acquisitions or as incentives for employees. 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. DOCUMENTS ON DISPLAY The Annual Accounts, the Annual Report and the Auditor's Report as well as the Proposals of the Board of Directors may be viewed in their entirety by the shareholders at the Company's headquarters at the address Kaivokatu 18, 20520 Turku as of 13 April 2007. Copies of the documents shall be sent upon request to shareholders as of the above- mentioned date and will also be available during the Annual General Meeting of Shareholders. DIVIDEND The Board of Directors proposes to the Annual General Meeting of Shareholders that a dividend of EUR 0.27 be paid for each share for the financial period 2006. The dividend shall be paid to shareholders registered on the record date as a shareholder in the Company's shareholders' register maintained by the Finnish Central Securities Depository Ltd. The Board of Directors proposes that the record date for the dividend payment be 25 April 2007 and the payment date be 3 May 2007. COMPOSITION OF THE BOARD OF DIRECTORS Shareholders representing over two thirds of the voting rights in HK Ruokatalo Group Oyj have notified the Company of their intent to propose to the Annual General Meeting of Shareholders that the number of Board members be fixed as six (6) and that Marcus H. Borgström, Markku Aalto, Tiina Varho-Lankinen and Heikki Kauppinen, the current members, be re-elected for the next term of office. Johan Mattsson and Karsten Slotte are proposed as new members of the Board of Directors. ELECTION OF AUDITORS Shareholders representing over two thirds of the voting rights in HK Ruokatalo Group Oyj have notified the Company of their intent to propose to the Annual General Meeting of Shareholders that Authorised Public Accountants PricewaterhouseCoopers Oy and Petri Palmroth, MSc (econ.), APA be elected as the Company's auditors for the financial period 2007, and that Mika Kaarisalo, MSc (econ.), APA and Pasi Pietarinen, MSc (econ.), APA be elected as deputy auditors. RIGHT TO PARTICIPATE AND NOTIFYING OF PARTICIPATION Shareholders registered as shareholders on 10 April 2007 in the shareholders' register of the Company maintained by the Finnish Central Securities Depository Ltd have the right to participate in the Annual General Meeting of Shareholders. A shareholder who wishes to participate in the Annual General Meeting of Shareholders is to notify the Company of his intention to participate no later than on 10 April 2007 by 4.00pm. by mail to the address HK Ruokatalo Group Oyj, Annual General Meeting of Shareholders, PO. Box 50, FI-20521 Turku, Finland or by telefax to the number +358 2 250 1667, or by email to the address marjukka.hujanen@hkruokatalo.fi, or by phone +358 10 570 100 / Hujanen. When notifying of participation by mail, telefax or email, the notification must reach its destination before the end of the notification period. Possible Powers of Attorney are requested to be delivered to the above-mentioned address along with the notice of participation. HK RUOKATALO GROUP OYJ Board of Directors Kai Seikku CEO DISTRIBUTION: Helsinki Exchanges Main media www.hkruokatalo.fi