NOTICE OF ANNUAL GENERAL MEETING OF HK RUOKATALO
HK Ruokatalo Oyj STOCK EXCHANGE RELEASE 18 March 2005, 9am
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 2pm on Tuesday 12 April 2005, at the company's head office at Kaivokatu 18, Turku. Examination of proxy forms will begin at 1pm. 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. 2. 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 22 April 2004 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 2,000,000 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 3,400,000. 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 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. 3. Composition of the Board of Directors Shareholders representing over two thirds of the votes in HK Ruokatalo have notified the company that they intend to propose to the Annual General Meeting that the number of members of the Board of Directors be confirmed as six and that the present members Marcus H. Borgström, Markku Aalto, Tiina Varho-Lankinen, Kjeld Johannesen and Heikki Kauppinen be reappointed for a further term of office. It is proposed to appoint CEO Simo Palokangas as a new member of the Board of Directors. 4. Appointment of auditors Shareholders representing over two thirds of the votes in HK Ruokatalo have notified the company that they intend to propose to the Annual General Meeting that Petri Palmroth MSc (Econ. & Bus. Adm.), CPA be appointed one of the auditors for 2005. He is to replace Kauko Lehtonen who has tendered his resignation. Furthermore, the same shareholders are to propose that authorised public accountants PricewaterhouseCoopers Oy be reappointed as the companys auditors for 2006 with Jari Henttula MSc (Econ. & Bus. Adm.), CPA as the principal auditor, and Petri Palmroth CPA. It is proposed to reappoint Mika Kaarisalo MSc (Econ. & Bus. Adm.), CPA and Pasi Pietarinen MSc (Econ. & Bus. Adm.), CPA as the companys deputy auditors. 5. Board of Directors proposal to sell the shares in the general book- entry account The Board of Directors is to propose that, under Chapter 3a, Section 3a of the Companies Act, the Annual General Meeting decides to sell the HK Ruokatalo A Shares in the general book-entry account on behalf of their owners. The sale of such shares may take place five years after the transfer of the shares to the book-entries system and when a maximum of one per cent of the total number of shares in the share class are in the general account. At 31 December 2004, there were 164,845 shares, corresponding to 0.57 per cent of all HK Ruokatalo A Shares, in the general account. Furthermore, the Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to initiate the necessary action warranted by the proposed sale. 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, 20520 Turku from Tuesday 5 April 2005. 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 1 April 2005 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 7 April 2005 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 email marjukka.hujanen(a)hk- ruokatalo.fi or telephoning +358 2 2676111 / Ms 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 0.29 per share be declared for 2004. The dividend will be paid to those shareholders who are registered at the record date, 15 April 2005 in the share register kept by the Finnish Central Securities Depository. The dividend is to be paid on 22 April 2005. HK Ruokatalo Oyj Board of Directors Simo Palokangas CEO DISTRIBUTION: Helsinki Exchanges Internet: www.hk-ruokatalo.fi