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RAISIO BOARD OF DIRECTORS- PROPOSALS TO

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Raisio Group plc           STOCK EXCHANGE RELEASE     1 (2)
                           25 February 2003, at 17.45 Finnish time


RAISIO BOARD OF DIRECTORS’ PROPOSALS TO ANNUAL GENERAL MEETING

The Board of Directors proposes that the Annual General Meeting on
March 21, 2003 authorizes the Board to decide on (for a period of
one year from the decision of the meeting)

- an increase in share capital in one or more new issues,
  and/or
- an issue of convertible bonds, and/or
- an issue of option rights, and
- the principles by which the subscription price is decided
  and also all other subscription terms of shares and/or options as
  well as terms of the bond, conversion and/or subscription in so
  far as these are not specified in the authorization decision

A total maximum of 20,000,000 new restricted and/or free shares
may 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 proposes that it could be 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 for shares and/or convertible bonds and/or
option rights can only be deviated from when there is, from the
company’s point of view, an important financial reason and the
authorization is used to arrange for financing for a corporate
acquisition or purchase of business operations or to set up
cooperation arrangements between companies or to strengthen the
company’s 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 further proposes that it be granted the
right to decide on the subscription of shares and/or convertible
bonds and/or option rights against capital contributions or
otherwise according to specific terms or by using its right of set-
off.

The justification for the authorization and for departing from the
shareholders’ pre-emptive right is thus that there is an
opportunity of using targeted share issues, convertible bonds and
option rights as a flexible means of payment in connection with
corporate acquisitions and purchases of business operations and in
setting up cooperation arrangements between companies, together
with the opportunity to obtain new venture capital also from
outside sources.

The Board of Directors further proposes that the authorization
that was granted by the AGM on 5 April 2002, which was entered in
the Trade Register on 29 April 2002, for an increase in share
capital and/or for an issue of convertible bonds and/or an issue
of option rights ceases to be valid 21 March 2003.

DIVIDEND PAYMENT

The Board of Directors has decided to propose to the AGM payment
of a dividend of EUR 0.02 per restricted/free share for 2002. This
dividend will be paid on 2 April 2003 to all shareholders entered
in the shareholders’ register on the matching date, 26 March 2003.

RAISIO GROUP PLC


Taru Narvanmaa
Executive Vice President, Communications and Investor Relations
tel. +358 2 443 2240, GSM +358 50 590 9398

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