HK Ruokatalo Group Oyj - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

HK Ruokatalo Group Oyj     STOCK EXCHANGE RELEASE 21 March, at 10am


NOTICE TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The shareholders of HK Ruokatalo Group Oyj are invited to the Annual
General Meeting of Shareholders to be held on Friday, 20 April 2007,
beginning at 11.00am., at the Helsinki Fair Centre, conference room
208, at the address Messuaukio 1 (entrance: Hotel Holiday Inn
Helsinki) in Helsinki. Reception of the shareholders registered for
the meeting begins at 10.00am.

The following matters shall be addressed in the meeting:

1. The matters to be decided upon in the Annual General Meeting of
Shareholders pursuant to Chapter 5 Section 3 of the Companies Act and
Section 9 of the Articles of Association


2. The proposal of the Board of Directors to amend the Articles of
Association
The Board of Directors proposes to the Annual General Meeting of
Shareholders that the Articles of Association be amended. The
amendments are principally due to the new Companies Act, which entered
into force on 1 September 2006. Simultaneously, the Board of Directors
proposes that the Company's name be changed.

The principal content of the proposed amendments is the following:
- The Company's name shall be changed to HKScan Oyj, HKScan Abp in
Swedish, HKScan Corporation in English (Article 1)
- The provisions concerning the Company's minimum and maximum share
capital as well as the nominal value of shares shall be abolished
(Articles 3, 4 and 5)
- The provisions concerning the record date shall be abolished
(Article 5a)
- The provision concerning the right to participate in the General
Meetings of Shareholders shall be amended to the extent it refers to
adhering to the Companies Act (Article 6)
- The period for delivery of the notice to the Shareholders' Meetings
shall be amended so that the notice may be delivered at the earliest
three (3) months prior to the General Meeting (Article 8)
- The agenda of the Annual General Meeting shall be amended to
correspond to the new Companies Act (Article 9)
- The provisions concerning decision-making by the Board of Directors,
as well as the provisions on the Directors' term of office shall be
abolished to the extent that such issues are addressed by the non-
mandatory provisions in the Companies Act (Article 10)
- The provisions on the representation of the Company shall be amended
to correspond to the terminology used in the new Companies Act
(Article 11)
- The provision on the amending of the Articles of Association shall
be abolished as irrelevant (Article 14)


3. The proposal of the Board of Directors to authorise the Board of
Directors to purchase the Company's own A-class shares
The Board of Directors proposes to the Annual General Meeting of
Shareholders to authorise the Board of Directors to resolve on
purchasing the Company's own A-class shares, as follows:
The aggregate number of A-class shares to be purchased shall not
exceed 3,500,000, which corresponds to approximately 8.9% of all the
shares in the Company and approximately 10.3% of all the A-class
shares in the Company.

The Company's own shares may be purchased on the basis of the
authorization only by using non-restricted equity. The Company's own
shares may be purchased for a price quoted in public trading on the
purchase day or for a price otherwise determined by the market.
The Board of Directors shall resolve upon the method of purchase.
Among other means, derivatives may be utilized in purchasing the
shares. The shares may be purchased in a proportion other than that of
the shares held by the shareholders (directed purchase). The
authorization is effective until 30 June 2008.


4. The proposal of the Board of Directors to authorise the Board of
Directors to resolve on an issue of shares, options as well as other
instruments entitling to shares
The Board of Directors proposes to the Annual General Meeting of
Shareholders to authorise the Board of Directors to resolve on an
issue of shares, options, as well as other instruments entitling to
shares as referred to in Chapter 10 Section 1 of the Companies Act, as
follows:

The Board of Directors shall be authorised to decide on the number of
shares to be issued. The authorization shall, however, be limited to a
maximum of 5,500,000 A-class shares. The maximum amount of the shares
covered by the authorization corresponds to approximately 14.0% of all
the registered shares of the Company.

The Board of Directors shall be authorised to resolve upon all the
terms and conditions of the issue of shares and other instruments
entitling to shares. The authorization to issue shares shall cover the
issuing of new shares as well as the transfer of the Company's own
shares. The issue of shares and other instruments entitling to shares
may be implemented as a directed issue. The authorization shall be
effective until 30 June 2008.

The authorizations to purchase the Company's own shares and to issue
new shares are proposed in order to enable the Board of Directors to
decide flexibly on capital markets transactions that are beneficial
for the Company, such as securing the financing needs of the Company,
implementing acquisitions or as incentives for employees. A directed
purchase of the Company's own shares and a directed share issue always
requires a weighty economic reason for the Company and the
authorizations may not be utilized inconsistently with the principle
of equal treatment of shareholders.

DOCUMENTS ON DISPLAY
The Annual Accounts, the Annual Report and the Auditor's Report as
well as the Proposals of the Board of Directors may be viewed in their
entirety by the shareholders at the Company's headquarters at the
address Kaivokatu 18, 20520 Turku as of 13 April 2007. Copies of the
documents shall be sent upon request to shareholders as of the above-
mentioned date and will also be available during the Annual General
Meeting of Shareholders.

DIVIDEND
The Board of Directors proposes to the Annual General Meeting of
Shareholders that a dividend of EUR 0.27 be paid for each share for
the financial period 2006. The dividend shall be paid to shareholders
registered on the record date as a shareholder in the Company's
shareholders' register maintained by the Finnish Central Securities
Depository Ltd. The Board of Directors proposes that the record date
for the dividend payment be 25 April 2007 and the payment date be 3
May 2007.

COMPOSITION OF THE BOARD OF DIRECTORS
Shareholders representing over two thirds of the voting rights in HK
Ruokatalo Group Oyj have notified the Company of their intent to
propose to the Annual General Meeting of Shareholders that the number
of Board members be fixed as six (6) and that Marcus H. Borgström,
Markku Aalto, Tiina Varho-Lankinen and Heikki Kauppinen, the current
members, be re-elected for the next term of office. Johan Mattsson and
Karsten Slotte are proposed as new members of the Board of Directors.

ELECTION OF AUDITORS
Shareholders representing over two thirds of the voting rights in HK
Ruokatalo Group Oyj have notified the Company of their intent to
propose to the Annual General Meeting of Shareholders that Authorised
Public Accountants PricewaterhouseCoopers Oy and Petri Palmroth, MSc
(econ.), APA be elected as the Company's auditors for the financial
period 2007, and that Mika Kaarisalo, MSc (econ.), APA and Pasi
Pietarinen, MSc (econ.), APA be elected as deputy auditors.

RIGHT TO PARTICIPATE AND NOTIFYING OF PARTICIPATION
Shareholders registered as shareholders on 10 April 2007 in the
shareholders' register of the Company maintained by the Finnish
Central Securities Depository Ltd have the right to participate in the
Annual General Meeting of Shareholders.

A shareholder who wishes to participate in the Annual General Meeting
of Shareholders is to notify the Company of his intention to
participate no later than on 10 April 2007 by 4.00pm. by mail to the
address HK Ruokatalo Group Oyj, Annual General Meeting of
Shareholders, PO. Box 50, FI-20521 Turku, Finland or by telefax to the
number +358 2 250 1667, or by email to the address
marjukka.hujanen@hkruokatalo.fi, or by phone +358 10 570 100 /
Hujanen. When notifying of participation by mail, telefax or email,
the notification must reach its destination before the end of the
notification period. Possible Powers of Attorney are requested to be
delivered to the above-mentioned address along with the notice of
participation.


HK RUOKATALO GROUP OYJ
Board of Directors


Kai Seikku
CEO



DISTRIBUTION:
Helsinki Exchanges
Main media
www.hkruokatalo.fi