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CORPORATE ARRANGEMENT BETWEEN HK RUOKATALO AND SWEDISH MEATS PROGRESSES APACE

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HK Ruokatalo Group Oyj STOCK EXCHANGE BULLETIN, 28 Nov. 2006 at 5.45pm


CORPORATE ARRANGEMENT BETWEEN HK RUOKATALO AND SWEDISH MEATS
PROGRESSES APACE

The corporate arrangement announced on 10 November 2006 by HK
Ruokatalo Group and Sweden’s largest meat company Swedish Meats is
progressing in line with the mutually agreed process. Preparations for
the transaction are being finalised and resolutions are expected from
the decision-making bodies of both parties during December as
scheduled.

The arrangement involves HK Ruokatalo Group acquiring the entire
business of Swedish Meats. This will be accomplished by the Swedish
Meats cooperative incorporating its business into a limited company by
the name of Scan AB, whose entire capital stock HK Ruokatalo Group
will then acquire. The purchase price is some EUR 113 million (SEK
1,050 million), which will be paid with a directed share issue of
4,843,000 HK Ruokatalo Series A shares to Swedish Meats and a cash
payment of ca. EUR 60 million (SEK 557 million). In connection with
the transaction, HK Ruokatalo Group will assume liability for the
debts of Swedish Meats, which in June 2006 amounted to a net of some
EUR 185 million or SEK 1.7 billion. Over the next five years, an
additional purchase price of ca. EUR 9 million (approx. SEK 80
million) will be paid provided that certain Swedish Meats membership
loans of equivalent value are repaid to Scan AB. The goodwill arising
from the transaction is provisionally estimated at approximately EUR
12 million according to the situation at 30 June 2006.

The Board of Directors of HK Ruokatalo Group proposes to the
Extraordinary General Meeting convening on 22 December 2006 that it be
authorised to decide on the directed share issue to Swedish Meats and
the terms and conditions thereof. When executed, the directed share
issue will make Swedish Meats cooperative the second-largest
shareholder in HK Ruokatalo Group with a holding of ca. 12.3% of
shares and 3.4% of voting rights.

The acquisition will make HK Ruokatalo Group a food company active in
eight Northern European countries and generating a turnover of some
EUR two billion.

The corporate arrangement has been explained in greater detail in the
stock exchange bulletin released on 10 November 2006.


HK Ruokatalo Group Oyj


Kai Seikku
CEO


Further information is available from:
CEO Kai Seikku and CFO Matti Perkonoja. Please leave any messages for
them to call with Katja Backman on +358 10 570 2428


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