The board of Hartwall has decided to start marketing a share issue

THE BOARD OF HARTWALL HAS DECIDED TO START MARKETING A SHARE ISSUE The Board of Directors of Hartwall, has in its meeting April 7, 2000 made a decision to market a share issue to a limited group of Finnish and international institutional investors beginning on April 10, 2000. The Board has also decided, on request by Pripps Ringnes AB, to call for an Extraordinary General Meeting (EGM) to decide on a directed share issues to Pripps Ringnes AB. The total number of new A-shares offered in the offerings would not exceed 5,900,000. The Annual General Meeting authorized the Board of Directors to decide on raising the share capital through one or more share issues such that a maximum of 6,000,000 new Series A shares may be subscribed for in the share issue. The Board of Directors has, in its meeting today, decided to begin marketing a share issue to a limited number of Finnish and international institutional investors according to terms and conditions in an offering memorandum that will be published later. Preliminarily, Hartwall is offering for subscription approximately 4,230,000 new Series A-shares. In addition, the Company has granted an option to Enskilda Securities, exercisable at any time within 30 days from the date of the completion of the offering, to purchase up to an aggregate of 470,000 additional shares solely to cover over-allotments, if any. The Management of the Company will begin marketing the Offering on Monday April 10, 2000 with the goal of deciding on increasing the share capital and pricing the Offering on or about April 19, 2000. As the Company's largest shareholder measured by capital, Pripps Ringnes AB is a related party under the Finnish Companies Act and cannot therefore participate in the share issue. Therefore Pripps Ringnes AB has requested the Board of Directors to call for an EGM to decide on a separate directed issue to Pripps Ringnes AB so that its proportionate shareholding would not be diluted. The Board of Directors has therefore decided to call for an EGM, which will be held on Thursday April 20, 2000, at 9.00 am at Hartwall plc, Ristipellontie 4, Helsinki. The EGM will decide on a potential directed share issue to Pripps Ringnes AB. Providing that the EGM approves the proposal by Pripps Ringnes AB for a directed share issue, the Board of Directors proposes the following: the EGM decides to increase the share capital through one or several directed share issues such that a maximum of 1,200,000 new Series A shares with an accounting countervalue of EUR 0.20 per share can be subscribed for. By this issue the share capital can be increased by a maximum of EUR 240,000. The Board of Directors proposes that the shareholders' pre-emptive right to subscribe for the new shares would not apply and that the issue would be directed only to Pripps Ringnes AB. The one-day subscription period would be on April 20, 2000, the subscription price would be the same as the subscription price in the share issue to institutional investors immediately preceding the EGM and the subscription price would be payable no later than on the the first banking day following the acceptance of the subscription. The Board of Directors would be advised to accept the subscription of Pripps Ringnes AB in full or in part in no more than two tranches by May 21, 2000, so that Pripps Ringnes AB's proportinate ownership of the company's capital would remain at 20.38% when taking into account the share issue according to the authorization. If Pripps Ringnes AB chooses not to subscribe for the issue in full, the share capital would not be increased by such amount. The basis for the subscription price is that it corresponds to the fair market value of the new shares. Pripps Ringnes AB has justified its proposal with the cooperation between the two companies in relation to Baltic Beverages Holding AB and the Shareholders' Agreement signed on October 20, 1995 between Pripps Ringnes AB and Hartwall-yhtiöt Oy. Pripps Ringnes AB, which is a related party as defined in Chapter 1 §4 of the Companies Act, currently owns 20.38% of the Company's share capital and it has 20.30% of all outstanding votes. After the new issue, Pripps Ringnes AB would still own 20.38% of the Company's share capital and it would have at the most 20.31% of all outstanding votes, provided that it subscribes to the directed issue in full depending on the extent to which shares in the authorised share issue are subscribed. The Board of Directors also proposes to the EGM a change to § 4 of the Company's Articles of Association. Under section 18 of the transitional rules of the law 145/1997, the Articles of Association must be changed to comply with § 2 of Chapter 4 of the revised Companies Act by August 31, 2000 at the latest. The above mentioned section of the law deals with sections 2 and 3 of § 4 of the Articles of Association, which define the pre-emptive subscription right of the shareholders when increasing the share capital. These rules will be in breach of the law as of September 1, 2000. Therefore, the Board of Directors proposes, that sections 2 and 3 of § 4 of the Articles of Association are voided effective as of 31 August 2000. The change, which mainly decreases the rights of Series K shareholders, will have no other effect on the Articles of Association. The information contained herein is not for publication or distribution in or into the United States of America. The materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the Securities Act of 1933 and the rules and regulations thereunder. Any public offering of securities to be made in the United States will be by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements. Sent by: OYJ HARTWALL ABP Marie-Louise Wiklund Corporate Communications Manager tel. int'l: +358 9 540 2440 fax int'l: +358 9 540 2528 marie-louise.wiklund@hartwall.fi Distribution: Helsinki Exchanges Principal media http://www.hartwall.fi ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/04/07/20000407BIT00740/bit0001.doc http://www.bit.se/bitonline/2000/04/07/20000407BIT00740/bit0002.pdf