HK RUOKATALO GROUP?S ANNUAL GENERAL MEETING

HK Ruokatalo Group Oyj  STOCK EXCHANGE RELEASE  21 April 2006, 1.50pm

HK RUOKATALO GROUP’S ANNUAL GENERAL MEETING

Meeting today, HK Ruokatalo Group Oyj’s Annual General Meeting adopted
the parent company and consolidated accounts and discharged the Board
of Directors and the CEO from liability for the year 2005.

The Annual General Meeting decided that the company declares a
dividend of EUR 0.27 per share for 2005 in line with the Board of
Directors’ recommendation. The profit will be distributed to
shareholders who are registered on 26 April 2006 in the list of
shareholders kept by the Finnish Central Securities Depository (APK).
The dividend will be paid on 4 May 2006.

APPOINTMENT OF MEMBERS OF THE BOARD OF DIRECTORS

Annual General Meeting confirmed the number of Board members at five.
Marcus H. Borgström, Markku Aalto, Tiina Varho-Lankinen, Kjeld
Johannesen and Heikki Kauppinen were reappointed for a further term of
office.

In the organisational meeting held after the Annual General Meeting,
the Board of Directors re-elected Marcus H. Borgström as chairman and
Markku Aalto as deputy chairman.

AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION

Article 13 of the Articles of Association was decided to amend to read
as follows:
"The company shall have two (2) auditors and two (2) deputy auditors,
one (1) of the auditors and one (1) of the deputy auditors shall be an
auditor or a firm of accountants authorised by the Central Chamber of
Commerce. The term of office of the auditor shall be company’s
financial year and the auditor’s task shall end at the end of the
Annual General Meeting following appointment."

APPOINTMENT OF AUDITORS

Authorised Public Accountants PricewaterhouseCoopers Oy and Petri
Palmroth MSc (Econ. and Bus. Adm.), APA were appointed as the auditors
for the 2006 financial year. Mika Kaarisalo (Econ. and Bus. Adm.), APA
and Pasi Pietarinen (Econ. and Bus. Adm.), APA were appointed as
deputy auditors.

AUTHORISATION TO INCREASE THE SHARE CAPITAL

The Annual General Meeting authorised the Board of Directors, within
one year of the Annual General Meeting, to decide whether to increase
the share capital through one or more rights issues, one or more
convertible bond loans and/or warrants so that in a rights issue or
when issuing convertible bonds or warrants, a maximum of 2,000,000 of
the company’s new A Shares having a nominal value of EUR 1.70 may be
issued and the company’s share capital may be raised by no more than
EUR 3,400,000.

The authorisation allows disapplication of the pre-emption rights of
existing shareholders to subscribe new shares, a convertible bond loan
or warrants and to decide the issue price and other terms and
conditions of subscription and the terms and conditions of a
convertible bond loan or warrants. The pre-emption rights of existing
shareholders may be disapplied if there exists an important financial
reason to do so, such as financing, implementing or enabling company
acquisitions, strengthening or developing the company’s financial or
capital structure or carrying out other arrangements related to the
development of the company’s operations. The Board of Directors may
not disapply the pre-emption rights of shareholders to the benefit of
any member of the company’s inner circle. The Board of Directors has
the right to decide whether the shares issued in a rights issue can be
subscribed for in kind or are otherwise subject to certain conditions.

AUTHORISATION TO ACQUIRE TREASURY SHARES

The Annual General Meeting authorised the Board of Directors to decide
whether to acquire treasury shares using the company’s distributable
equity. Acquisition of treasury shares reduces the company’s
distributable equity.

The company can acquire treasury shares to strengthen its capital
structure, for use as consideration in corporate acquisitions or if
the company acquires business-related assets, part of the company’s
incentive scheme in a manner and to the extent decided by the Board of
Director or can be otherwise transferred or cancelled.

The company may acquire a maximum of 3,446,319 A Shares having a
nominal value of EUR 1.70. Shares can be acquired as decided by the
Board of Directors either in public trading or in a public bid at
their fair value on acquisition.

The authorisation is valid until the next Annual General Meeting, or
at the maximum, until 21 April 2007.

AUTHORISATION TO TRANSFER TREASURY SHARES

The Annual General Meeting authorised the Board of Directors to decide
on the transfer of treasury shares in its possession at any given
time. The authorisation cover a maximum of 3,446,319 A Shares having a
nominal value of EUR 1.70.

The authorisation includes the right to decide to whom and in which
order treasury shares are transferred and whether the shares are
transferred otherwise than on a pro-rata basis where shareholders have
a pre-emption right to acquire them, provided the company has an
important financial reason to disapply that right. The authorisation
can be exercised to improve the capital structure, broaden the
ownership base, as consideration in corporate acquisitions or if the
company acquires business-related assets and to put in place incentive
schemes. The shares may also be transferred in public trading.

The Board of Directors is entitled to decide the redemption price of
treasury shares and the bases for determining the redemption price,
the transfer of treasury shares for consideration other than cash or
by using the right of set-off and all other factors relating to the
transfer of treasury shares.

The authorisation is valid until the next Annual General Meeting, or
at the maximum, until 21 April 2007.


HK Ruokatalo Group Oyj


Kai Seikku
CEO


DISTRIBUTION:
Helsinki Exchanges
Internet: www.hk-ruokatalo.fi