NOTICE OF ANNUAL GENERAL MEETING OF HK R
HK Ruokatalo Oyj STOCK EXCHANGE ANNOUNCEMENT 13 Mar 2003, 3.45pm 1(2)
NOTICE OF ANNUAL GENERAL MEETING OF HK RUOKATALO Notice is hereby given that the Annual General Meeting of HK Ruokatalo Oyj will be held at 1pm on Wednesday 9 April 2003, at the company's head office at Kaivokatu 18, Turku. Examination of proxy forms will begin at 12noon. The meeting will transact the following business: 1. The business of the Annual General Meeting in accordance with Article 9 of the company's Articles of Association. 3. The Board of Directors' proposal to revoke any previous authorisations given to and unexercised by the Board of Directors and the proposal to authorise the Board of Directors to decide whether to increase the share capital through a new issue, to issue a convertible bond loan and/or warrants. The annual general meeting of 15 April 2002 authorised the Board of Directors to decide whether to increase the share capital through a new issue, to issue a convertible bond loan and/or warrants. The Board of Directors proposes that any of these authorisations that have not been exercised be revoked. The Board of Directors be authorised to decide within one year of the Annual General Meeting whether to increase the share capital through one or more rights issues, one or more convertible bond loans and/or options so that in a rights issue or when issuing convertible bonds or options, a maximum of 1,800,000 of the company's new A Shares having a nominal value of EUR 1.70 may be issued and that the company's share capital may be raised by no more than EUR 3,060,000. The authorisation is to allow to disapply the pre-emption rights of existing shareholders to subscribe for new shares, convertible bond loans and/or options and to decide the determination principles, issue prices, the terms and conditions of subscribing for the new shares and the terms of the convertible bond loan and/or options. 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 or carrying out other arrangements related to the development of the company's operations. The Board of Directors has the right to decide on the distribution of the entitlement of pre-emption rights but may not make such a decision so that it benefits 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 otherwise subject to certain conditions or by using the right of set-off. Information The proposal by the Board of Directors and the financial statements are available for inspection by shareholders at the company's head office Kaivokatu 18, 20521 Turku from Wednesday 2 April 2003. Copies of these documents will be sent to shareholders on request. Eligibility to attend the Annual General Meeting To be eligible to attend the Annual General Meeting, shareholders should be registered by Friday 28 March 2003 in the share register maintained by the Finnish Central Securities Depository (APK). Shareholders who have not transferred their shares to the book-entry securities system are also eligible to attend the Annual General Meeting provided that they were registered in the company's share register before 1 November 1997. Such shareholders should also produce evidence or some other proof at the Annual General Meeting that title to the shares has not been transferred to the book-entry securities system. Notification to attend the Annual General Meeting Shareholders wishing to attend the Annual General Meeting should notify the company of their intention to do so by no later than 4pm Finnish time on Thursday 3 April 2003 either in writing to HK Ruokatalo Oyj, Annual General Meeting, PO Box 50, FIN-20521 Turku, Finland or by telefax +358 2 2501667 or by e-mail marjukka.hujanen(a)hk-ruokatalo.fi or telephoning +358 2 2676111 / Mrs Hujanen. Notification by letter should arrive before the deadline given. Any proxy forms should be forwarded to the above address when notification of attending the meeting is given. Dividend The Board of Directors is to recommend to the Annual General Meeting that a dividend of EUR 0.27 per share be declared for 2002. The dividend will be paid to those shareholders who are registered at the record date, 14 April 2003 in the share register kept by the Finnish Central Securities Depository. The dividend is to be paid on 23 April 2003. HK Ruokatalo Oyj Board of Directors Simo Palokangas CEO DISTRIBUTION: Helsinki Exchanges Internet: www.hk-ruokatalo.fi