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