NOTICE OF ANNUAL GENERAL MEETING OF HK RUOKATALO GROUP

HK Ruokatalo Group Oyj  STOCK EXCHANGE RELEASE 24 March 2006, 10am

NOTICE OF ANNUAL GENERAL MEETING OF HK RUOKATALO GROUP

Notice is hereby given that the Annual General Meeting of HK Ruokatalo
Group Oyj will be held at 11am Finnish time on Friday 21 April 2006,
in meeting room 201 at Helsinki Fair Centre, address Messuaukio 1
(Southern entrance), Helsinki, Finland. Shareholders', who have
notified their intention to attend the meeting, reception will begin
at 10am.

The meeting will transact the business of the Annual General Meeting
in accordance with Article 9 of the company's Articles of Association
as well as the following business:

1. Presentation of the accounts (income statement, balance sheet and
Board of Directors’ report) and adoption of the accounts

2. Consideration of the result for the year and distribution of
dividend

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

3. Discharge from liability of members of the Board of Directors and
of the CEO

4. Fees of members of the Board of Directors and the auditors

5. Number and appointment of members of the Board of Directors

Shareholders representing over two thirds of the votes in HK Ruokatalo
Group Oyj have notified the company of their intention to propose to
the Annual General Meeting that the Board of Directors consists of
five members 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.

6. Proposal by the Board of Directors to amend Article 13 of the
company’s Articles of Association

Article 13 of the Articles of Association would be amended 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.

7. Appointment of auditors

Shareholders representing over two thirds of the votes in HK Ruokatalo
Group Oyj have notified the company of their intention to propose to
the Annual General Meeting that, if the amendment to Article 13 of the
Articles of Association is adopted, Authorised Public Accountants
PricewaterhouseCoopers Oy are appointed auditors for the 2006
financial year, with Petri Palmroth MSc (Econ. and Bus. Adm.), APA and
deputy auditors Mika Kaarisalo (Econ. and Bus. Adm.), APA and Pasi
Pietarinen (Econ. and Bus. Adm.), APA.

8. Proposal by the Board of Directors to revoke earlier unexercised
authorisations granted to the Board of Directors and a proposal to
authorise the Board of Directors to increase the share capital through
a rights issue, the issue of a convertible bond loan and/or warrants

Meeting on 12 April 2005, the Annual General Meeting authorised the
Board of Directors to decide whether to increase the share capital
through a new issue, convertible bond loan and/or warrants. The Board
of Directors proposes that these rights be revoked to the extent that
they were not exercised.

Furthermore, the Board of Directors proposes that it be authorised,
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.

9. Proposal by the Board of Directors to authorise the Board of
Directors to decide whether to acquire treasury shares

The Board of Directors proposes that the Annual General Meeting
authorises it 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,
subject to a maximum of one year inclusive from the decision of this
Annual General Meeting.

10. Proposal by the Board of Directors to authorise the Board of
Directors to decide whether to transfer treasury shares
The Board of Directors proposes that the Annual General Meeting
authorise it to decide on the transfer of treasury shares in its
possession at any given time. It is proposed that the authorisation
cover a maximum of 3,446,319 A Shares having a nominal value of EUR
1.70.

The Board of Directors proposes that 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, to put in place incentive schemes or for other similar
purposes. 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,
subject to a maximum of one year inclusive from the decision of this
Annual General Meeting.

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 Thursday 13 April 2006. 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 Tuesday 11 April 2006 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 13 April 2006 either in writing to HK
Ruokatalo Group 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 10 570100 / Ms
Hujanen. Notification by letter, telefax or email should arrive before
the deadline given. Any proxy forms should be forwarded to the above
address when notification of attending the meeting is given.


HK Ruokatalo Group Oyj

Board of Directors



Simo Palokangas
CEO


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