DECISIONS MADE BY THE RAISIO GROUP ANNUA
Raisio Group plc Stock Exchange Release 1 (2)
21 March 2003 at 17.30 Finnish time
DECISIONS MADE BY THE RAISIO GROUP ANNUAL GENERAL MEETING
Raisio Groups Annual General Meeting approved the 2002
financial statements and discharged those accountable from
liability. In accordance with the proposal made by the Board of
Directors, the AGM resolved an extension of share issue
authorizations and payment of a dividend of EUR 0.02 per share.
A total of 3,063 shareholders were present in person or
represented by proxy at the AGM held in Raisio on 21 March 2003,
representing 39,913,567 shares, or 24.17 per cent of the total.
These shareholders held altogether 293,926,885 votes. The
meeting was chaired by Raimo Immonen, LL.D.
DIVIDEND PAYMENT
The AGM decided that a dividend of EUR 0.02 per every
restricted/free share would be paid for 2002. This dividend will
be paid to all shareholders entered in the shareholders
register on the matching date, 26 March 2003. The pay-out date
will be 2 April 2002.
EXTENSION OF SHARE ISSUE AUTHORIZATIONS
The Annual General Meeting authorized the Board to decide, for a
period of one year from the AGM decision, on the following: a
raise in share capital in one or more new issues, and/or an
issue of convertible bonds and/or an issue of option rights.
Furthermore, the AGM authorized the Board to decide on the
principles by which the subscription price is decided, and also
on all other subscription terms of shares and/or option rights
as well as terms of the bond, conversion and/or subscription in
so far as these are not specified in the authorization decision.
A maximum of 20,000,000 new restricted and/or free shares can be
subscribed in one or more new issues or through the convertible
bonds or option rights. Yet the subscription of restricted
shares can not exceed 5,000,000 shares. Under the authorization,
share capital may be raised by a maximum of EUR 3,363,758.53.
The Board of Directors was granted the right to decide who is
entitled to subscribe shares and/or convertible bonds and/or
option rights. The shareholders pre-emptive subscription right
can be departed from only when there is an important financial
reason from the companys point of view and the authorization is
used to arrange for financing for a corporate acquisition or
purchase of business operations, to set up cooperation
arrangements between companies or to strengthen the companys
capital structure. However, the decision can not be made to
benefit a person belonging to the inner circle of the company
(defined in Chapter 1, Section 4 of the Finnish Companies Act).
The Board of Directors was further granted the right to decide
on the subscription against capital contributions or otherwise
according to specific terms or by using its right of set-off.
In this connection, the authorization granted by the general
meeting on 5 April 2002 and entered in the Trade Register on 26
April 2002, for an increase in share capital and/or issue of
convertible bonds and/or issue of option rights, was canceled.
APPOINTMENTS
Dismissal of the Supervisory Board, that was on the agenda, was
withdrawn. The chairman and the deputy chairman of the
Supervisory Board were obliged to form a committee to prepare a
suggestion for the next shareholders meeting to decrease the
number of members in the Supervisory Board near to 21, which is
the minimum according to the articles of association in Raisio
Group.
The members of the Supervisory Board in turn to resign, Matti
Hakala, Mikael Holmberg, Taisto Korkeaoja, Paavo Myllymäki,
Teemu Olli, Juha Saura, Tuula Tallskog, Johan Taube, Juhani
Torkkomäki and Jukka Tuori were re-elected. Authorized Public
Accountants Johan Kronberg and Mika Kaarisalo were elected as
regular auditors for the financial year 2004, with Authorized
Public Accountants PricewaterhouseCoopers Oy and Kalle Laaksonen
as deputies.
RAISIO GROUP PLC
Taru Narvanmaa
Executive Vice President, Communications and Investor Relations
tel. +358 2 443 2240, gsm +358 50 590 9398
