HK RUOKATALO?S EXTRAORDINARY GENERAL MEETING APPROVED SHARE ISSUE

HK Ruokatalo Oyj      STOCK EXCHANGE BULLETIN 27 Oct. 2004, at 1pm

HK RUOKATALO’S EXTRAORDINARY GENERAL MEETING APPROVED SHARE ISSUE

Meeting today, HK Ruokatalo Oyj’s Extraordinary General Meeting of
Shareholders decided to increase the company’s share capital by a
maximum of EUR 14,646,856.60 through the share issue of a maximum of
8,615,798 new Series-A shares. The new shares correspond to around
33.33 per cent of the company’s issued shares and around 6.71 per cent
of the votes conveyed by such shares prior to the new issue. The
rights issue seeks to raise a maximum of EUR 36.2 million in new
equity.

In the new issue, HK Ruokatalo shareholders will be entitled to
subscribe for one new Series-A share against three (3) old Series-A
and/or K shares they hold at the record date, 1 November 2004, at an
issue price of EUR 4.20 per share. The subscription period for the
share issue is between 4 and 25 November 2004. The subscription rights
will be publicly traded on the Helsinki Exchanges between 4 and 18
November 2004.

The proceeds from the offering will be principally applied to
investments relating to developing the Group’s international and
domestic business and to strengthening the capital structure.

HK Ruokatalo’s two largest shareholders, LSO-osuuskunta and Danish
Crown AmbA, which together represent 46.65 per cent of the company’s
shares and 89.26 per cent of the votes prior to the share issue, have
announced their intention to exercise their subscription rights in
full to subscribe to the new Series-A shares.

The Extraordinary General Meeting also decided to appoint Mr Kjeld
Johannesen, in line with his consent, to HK Ruokatalo’s Board of
Directors to replace Mr Lars Danell, who has tendered his resignation.
Mr Johannesen is CEO of Danish Crown and as such is not independent in
the sense referred to in the Corporate Governance Recommendation of
Listed Companies issued jointly by HEX, the Central Chamber of
Commerce and the Confederation of Finnish Industry and Employers.


The Extraordinary General Meeting approved the following terms and
conditions of the share issue:


TERMS AND CONDITIONS OF THE SHARE OFFERING

On 27 October 2004, HK Ruokatalo’s Extraordinary General Meeting of
the Shareholders resolved to increase the Company’s share capital by a
maximum of EUR 14,646,856.60 through a new issue based on the
shareholders’ pre-emptive subscription right, under which a maximum of
8,615,798 new Series-A shares with a nominal value of EUR 1.70 will be
issued (the “Share Offeringö). As a result of the Share Offering, the
Company’s share capital can increase from EUR 43,940,571.50 to a
maximum of EUR 58,587,428.10 and the total amount of the Company’s
shares can increase from 25,847,395 to a maximum of 34,463,193 so that
the number of Series-A shares may increase from 20,447,395 shares to a
maximum of 29,063,193 Series-A shares. The shares issued in the Share
Offering correspond to c. 33.33 percent of the Company’s shares and c.
6.71 percent of the votes of those shares before the Share Offering.


RIGHT TO SUBSCRIBE AND THE SUBSCRIPTION PRICE

Primary Pre-emptive Subscription Right

The shares will be offered for subscription to the shareholders of the
Company in proportion to their shareholding of Series-A and/or K-
shares. A shareholder who is registered in the Company’s shareholder
register maintained by the Finnish Central Securities Depositary Ltd.
on the record date of 1 November 2004 (the “Record Dateö), will
receive one (1) subscription right (the “Subscription Rightö) as a
book-entry for every Series-A and/or every Series-K share owned by the
shareholder on the Record Date. The subscription rights are freely
transferable.

A shareholder, or a person to whom such shareholder's Subscription
Rights have been transferred, is entitled to subscribe for one (1) new
Series-A share against three (3) Subscription Rights at a subscription
price of EUR 4.20 per share (the “Primary Subscriptionö). No fractions
of shares will be allotted. The subscription is irrevocable and may
not be modified or cancelled. A shareholder may participate in the
Primary Subscription by subscribing for shares pursuant to the
Subscription Rights registered on his or her book-entry account and by
paying the subscription price.

The Subscription Rights are subject to public trade on the Helsinki
Stock Exchange from 9.45 am on 4 November 2004 to 7.00 pm on 18
November 2004.

Subscription Rights, which have not been exercised by the end of the
subscription period, shall expire and be worthless.


Secondary Pre-emptive Subscription Right

A shareholder, who on the Record Date of 1 November 2004 has been
registered in the Company’s shareholder register, and who pursuant to
his/her Primary Subscription right has subscribed for all such Series-
A shares, which, based on the shares s/he owns on the Record Date has
a right to subscribe for, may pursuant to his/her secondary
subscription right subscribe for new shares, which have not been
subscribed for in the Primary Subscription, at a price of 4.20 euros
per share (the “Secondary Subscriptionö). The right to participate in
the Secondary Subscription is not transferable. The subscription is
irrevocable and may not be modified or cancelled.

If a shareholder desires to subscribe for shares in the Secondary
Subscription, s/he must upon exercising his/her Primary Subscription
right, give notice of the number of new shares s/he will subscribe for
based on his/her Secondary Subscription right.


SUBSCRIPTION PERIOD
The subscription period shall commence at 9.30 am on 4 November 2004
and expire at 4.30 pm on 25 November 2004.


PLACE OF SUBSCRIPTION
The places of subscription are:
- OKO Bank Group member banks' branches offering securities services
during business hours
- OKO Bank Group's telephone service, tel. + 358 100 0500 (in
Finnish). Customers making a subscription commitment via the telephone
service must have an personal service agreement. Upon making
subscriptions via the telephone service, identification must be
presented in the form of network identification codes.

Account operators, which have an agreement with Opstock Ltd for
relaying their customers’ subscriptions, may also accept subscription
assignments. Account operators may set an expiry date by which
subscription assignments must be given, and such a deadline may be
before the end of the subscription period.


PAYMENT FOR THE SUBSCRIPTIONS
The subscription price for both the Primary and Secondary Subscription
must be fully paid up pursuant to the instructions given at the place
of subscription upon subscribing for the shares.

The lead manager has a right to disqualify a subscription commitment
in part or in whole, unless it is paid up pursuant to the terms and
conditions of the Share Offering, or the more detailed instructions
given at the place of subscription.


APPROVING THE SUBSCRIPTIONS
The Company’s Board of Directors shall decide on the approval of
subscriptions. The Company’s Board of Directors shall approve all
subscriptions, which have been made pursuant to the Primary
Subscription according to the terms and conditions of the Share
Offering and which have been executed in compliance with legislation
applicable to the Share Offering. In all other events except for an
over subscription in the Secondary Subscription, the Company’s Board
of Directors shall approve all subscriptions, which have been made
pursuant to the Secondary Subscription according to the terms and
conditions of the Share Offering and which have been executed in
compliance with legislation applicable to the Share Offering.


EVENTS OF OVER SUBSCRIPTION
In the event that the subscription commitments exceed the amount of
available shares in the Secondary Subscription, the new shares shall
be allotted to the shareholders, which have subscribed for the shares,
in the same proportion as the shareholders hold shares on the Record
Date, but, nonetheless, in a manner that a shareholder shall only be
allotted such an amount of new shares, which the shareholder has
committed to subscribe for in his/her subscription commitment. The
amount of shares that a shareholder is entitled to be allotted shall
be rounded to full shares as decided by the Company’s Board of
Directors. Subscriptions, which are made based on the Secondary
Subscription right, may be approved wholly or partially, or they can
be disqualified in the aforementioned manner.


REFUND OF SUBSCRIPTION PAYMENTS (SECONDARY SUBSCRIPTION)
To the extent that a shareholder, who has participated in the
Secondary Subscription, is not allotted all the shares s/he has
subscribed for, the subscription price paid by the shareholder during
the Secondary Subscription shall be refunded at the estimated date of
7 December 2004 to the bank account set forth in the course of the
subscription assignment. No interest is payable on the refunded
subscription payments.


REGISTERING THE NEW SHARES IN THE BOOK-ENTRY ACCOUNTS
The shares subscribed for in the Primary Subscription shall be
registered in the subscriber’s book-entry account as “HK Ruokatalo A
Newö shares as soon as practically possible after the subscription.
The new shares shall be combined with the Company’s present Series-A
shares upon the increase of the Company’s share capital being
registered into the Trade Registry. The combination is estimated to be
done on 7 December 2004.

The shares subscribed for in the Secondary Subscription shall be
registered in the subscribers’ book-entry account as soon as possible
after the subscriptions made in the Secondary Subscription have been
approved and when the increase in the share capital has been
registered in the Trade Registry, which is estimated to take place on
7 December 2004, at the latest.


SHAREHOLDERS’ RIGHTS
The shares subscribed for in the Share Offering give the right to full
dividends for the financial year, which commenced on 1 January 2004.
The shares give the right to other rights in the Company as of the
registration of the increase of the share capital.


INFORMATION
The documents set forth in Chapter 4, Section 7, Subsection 1 of the
Companies Act are available for inspection at the Company’s Head
Office at Kaivokatu 18, 20520 Turku, Finland.


APPLICABLE LAW
The Share Offering is subject to the law of Finland. Disputes arising
from the Share Offering shall be settled in a Finnish court holding
jurisdiction.


OTHER ISSUES
Other issues relating to the increase in the share capital and the
Share Offering, as well as any practical measures relating thereto,
shall be decided upon by the Company’s Board of Directors.


INSTRUCTIONS TO SHAREHOLDERS RESIDENT OUTSIDE OF FINLAND
The legislation of certain countries may place restrictions on the
offering and selling Series-A shares and Subscription Rights to
persons resident in such countries. Persons who are domiciled outside
of Finland should consult their professional advisers as to whether
they are required to obtain any governmental or other consent or need
to observe any other formalities to enable them to participate in the
Share Offering. The Company reserves the right to treat as invalid any
acceptance or purported acceptance of the offer to subscribe for the
new Series-A Shares which appears to the Company or its agents to have
been executed, effected or dispatched in a manner which may involve
the breach of the legislation of any jurisdiction the or if the
Company or its agents believe that the subscription may violate
applicable legal or regulatory requirements.

The company has requested Opstock Ltd and OKO Bank Group member banks’
branches offering securities services to instruct account operators
not to accept subscriptions from shareholders who are herein
restricted from exercising their Subscription Rights.


HK Ruokatalo Oyj


Simo Palokangas
CEO




THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR
DISTRIBUTION IN OR INTO THE UNITED STATES. THIS DOCUMENT DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR TO
OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, NOR MAY THE SECURITIES
BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN
EXEMPTION FROM REGISTRATION AS PROVIDED IN THE U.S. SECURITIES ACT OF
1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER AND
APPLICABLE STATE LAWS. THERE IS NO INTENTION TO REGISTER ANY PORTION
OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING
OF SECURITIES IN THE UNITED STATES.

THE INFORMATION CONTAINED HEREIN SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF
THE SECURITIES REFERRED TO HEREIN IN ANY JURISDICTION IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION,
EXEMPTION OF REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH JURISDICTION.



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