RAISIO BOARD'S PROPOSALS TO ANNUAL GENERAL MEETING
Raisio plc Stock Exchange Release 12 February 2009 at 14 p.m. Finnish time
RAISIO BOARD'S PROPOSALS TO ANNUAL GENERAL MEETING The Board of Raisio plc has decided on proposals to the Annual General Meeting, which will be held on 26 March 2009 at 2 p.m. in Turku. Content of the proposals is available in the enclosed invitation to the AGM. The invitation will be published in the newspapers on 27 February 2009, when the registration for the AGM starts. RAISIO PLC Heidi Hirvonen Communications Manager tel. +358 50 567 3060 More information: Janne Martti, Director, Finance and Treasury, tel. +358 50 556 6521 Distribution NASDAQ OMX Helsinki Key media www.raisio.com NOTICE OF GENERAL MEETING The shareholders of Raisio plc are hereby invited to the Annual General Meeting which will be held on Thursday 26 March 2009 at 14.00 (2 p.m.) at Turku Fair and Congress Center, address Messukentänkatu 9-13, FI-20200 Turku, Finland. Listing of the participants who have registered to the meeting commences at 13.00 (1 p.m.). The following issues will be handled in the meeting: 1. Opening of the meeting 2. Election of chairman and secretary for the meeting 3. Noting that the meeting has been legally convened and the members present constitute a quorum 4. Election of examiners of the minutes 5. Election of counters of votes 6. Confirmation of the list of votes 7. Presentation of the Financial Statements, Consolidated Financial Statements and Board of Directors' Report, and Auditor's Report and statement given by the Supervisory Board 8. Confirmation of the Financial Statements and Consolidated Financial Statements 9. Using the profits shown in the balance sheet The Board of Directors proposes to the General Meeting that a dividend of € 0.07 be paid per each restricted share and each free share. Dividend will be paid on 7 April 2009 to the shareholders entered in the shareholders register kept by Euroclear Finland Oy on the record date 31 March 2009. 10. Granting discharge from personal liability to members of the Supervisory Board and Board of Directors and the CEO 11. Deciding on the newspapers in which the invitation to the General Meeting is published 12. Deciding on the remuneration of the Chairman and members of the Supervisory Board and on the compensation of the costs they incur due to the meetings 13. Deciding on the remuneration of the Chairman and members of the Board of Directors and on the compensation of the costs they incur due to the meetings 14. Deciding on the remuneration of the Auditors 15. Deciding on the number of the members of the Supervisory Board Shareholders who hold 6.7 % of the shares and 14.7 % of the votes have informed the Board of Directors that they will propose to the Annual General Meeting that the number of members of the Supervisory Board be 25. 16. Election of the members of the Supervisory Board Shareholders who hold 6.7 % of the shares and 14.7 % of the votes have informed the Board of Directors that they will propose to the General Meeting that as members of the Supervisory Board be elected Jarmo Mäntyharju in place of Juha Saura and Cay Blomberg in place of Mikael Holmberg and all other members whose term ends in 2009 would be re-elected; all for the term commencing after the closing of the Annual General Meeting. 17. Deciding on the number of the members of the Board of Directors 18. Election of the members of the Board of Directors 19. Deciding on the number of Auditors and Deputy Auditors The Board of Directors proposes that the Annual General Meeting elect two auditors and two deputy auditors for the financial year 2010. 20. Election of the Auditors and Deputy Auditors for the financial year 2010 The Board of Directors proposes to the Annual General Meeting that Johan Kronberg, APA, and Mika Kaarisalo, APA, be elected auditors and PricewaterhouseCoopers Oy, auditing company approved by the Central Chamber of Commerce and Kalle Laaksonen, APA, be elected deputy auditors for the financial year 2010. 21. Proposal by some shareholders for the amendment of the Articles of Association Shareholders who hold 6.7 % of the shares and 14.7 % of the votes have informed the Board of Directors that they will propose to the Annual General Meeting that section 14, paragraph 2 of the Articles of Association be amended to read as follows: “A person who has turned 68 before the commencing of the term cannot be elected a member of the Board of Directors, and no more than two of the members may have an employment relationship with the Company or a company that belongs to the group formed by the Company as the parent company.” 22. Authorising the Board of Directors to decide on the acquisition of the company's own shares The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on the acquisition of the Company's own shares by using funds included in the Company's non-restricted equity on the following terms and conditions: The shares can be acquired for the purpose of developing the Company's capital structure, for use in the financing or implementing of company acquisitions and other arrangements, and for realising share-based incentive systems or otherwise to be assigned further or to be annulled. Shares can be acquired in one or more lots, a maximum of 6,875,000 shares at a time; a maximum of 5,500,000 of them can be free shares and a maximum of 1,375,000 can be restricted shares. The shares must be acquired so that the total number of shares in the Company's or its subsidiary's possession or held as a pledge by them will not exceed ten (10) per cent of all the Company's shares after the acquisition. The Board of Directors is entitled to acquire its own shares in a proportion other than according to the proportions of the different types of shares and to decide on the order in which the shares are acquired. The acquisition of the shares will be implemented on the basis of the market price formed in the public trading organised by the NASDAQ OMX Helsinki Ltd. (Stock Exchange) so that the share-specific minimum price of the shares to be acquired during the validity of the authorisation is the lowest and similarly, the maximum price is the highest market price quoted in public trading. The purchase price of the shares shall be paid to the sellers within a payment term determined in accordance with the rules of the Stock Exchange and Finnish Central Securities Depository Ltd. As the acquisition is implemented in public trading, the shares are acquired in a proportion other than according to the proportions of the shares in the shareholders' possession. The acquisition of shares decreases the distributable non-restricted equity of the Company. The Board of Directors shall decide on other terms and conditions related to the acquisition of the Company's own shares. The authorisation will be valid until 26 September 2010. Furthermore, the Board of Directors proposes that the authorisation concerning the acquisition of the Company's own shares granted by the Annual General Meeting on 27 March 2008 ceases to be in force as from 26 March 2009. 23. Authorising the Board of Directors to decide on share issues The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on share issues (1) by assigning a total of no more than 16,460,000 shares that are owned by the Company and are in the Company's possession and (2) by giving out against payment a total of no more than 16,500,000 new free shares. (1) The authorisation of share issue concerns firstly all the Company's own shares that were already in the Company's possession on 31 December 2008, in other words, 9,158,500 free shares and 197,808 restricted shares, and all restricted shares that have been acquired during the year 2009, on the basis of the authorisation granted to the Board of Directors in spring 2008, and will be acquired by the Annual General Meeting of the year 2009. Secondly, the authorisation concerns all the shares that are received by the Company on the basis of the Board of Directors' authorisation to acquire the Company's own shares as proposed in the General Meeting on 26 March 2009, according to which the maximum total number of shares that could be acquired would be 6,875,000, and a maximum of 5,500,000 of them can be free shares and a maximum of 1,375,000 can be restricted shares. In accordance with the conversion clause of the Articles of Association, restricted shares can be converted into free shares, and consequently, this authorisation of share issue can concern a maximum of 16,460,000 free shares and a maximum of 1,801,500 restricted shares, however, no more than 16,460,000 shares of the Company in total. (2) By virtue of the authorisation the Board of Directors could grant a maximum of 16,500,000 new free shares against payment, which is approximately 10% of the current number of shares. The Board of Directors is authorised to decide to whom and in what order the Company's own shares are assigned and new shares given. Shares can be assigned and given in one or more instalments. The Board of Directors can decide on the assignment of the Company's own shares and giving new shares otherwise than in a proportion where the shareholders have a primary right to the Company's shares, if there are weighty financial reasons for a deviation from the Company's point of view. Development of the Company's capital structure, financing or implementation of company acquisitions or other arrangements and realisation of share-based incentive systems can be considered weighty financial reasons from the Company's point of view. The Board of Directors can also decide on assigning the Company's own shares in public trading organised by the NASDAQ OMX Helsinki Ltd. (Stock Exchange) for raising money for the financing of investments and possible company acquisitions. The amount of compensation payable for the shares is no less than their market value at the time of assignment, which is determined in the public trading organised by the Stock Exchange, but when implementing share-based incentive systems shares can be given gratuitously. The shares can also be assigned against a compensation other than money, against receipt or otherwise on certain terms and conditions. The Board of Directors is entitled to decide on other terms and conditions of a share issue in the same way as the General Meeting could decide thereon. The authorisation will be in force until the Annual General Meeting of 2014, however, no longer than five (5) years from the closing of the General Meeting of 26 March 2009. Furthermore, the Board of Directors proposes that the authorisations to decide on share issues granted to the Board of Directors by the Annual General Meeting on 27 March 2008 cease to be in force as from 26 March 2009. 24. Closing of the meeting Display of the documents for public inspection The Financial Statements documents and the Board of Directors' proposals referred to under items 22 and 23 will be available for viewing by the shareholders as of 16 March 2009 at the Company's Head Office in Raisio, address: Raisionkaari 55, FI-21200 Raisio, Finland. The Annual Report of Raisio plc which includes the company's financial statements, Board of Directors' report and auditors' report is expected to be available on the Company's website (www.raisio.com) no later than 16 March 2009. THE RIGHT TO PARTICIPATE A shareholder who, no later than 16 March 2009, has been entered as a shareholder in the Company's share register kept by Euroclear Finland Oy and has registered to the Company no later than 19 March 2008 at 15.00 (3 p.m.), has the right to participate in the Annual General Meeting. A shareholder present in the General Meeting has the right to enquire about the issues handled at the meeting as referred to in section 5:25 of the Companies Act. REGISTRATION A shareholder who wishes to participate in the General Meeting shall inform the Company about his/her participation no later than Thursday 19 March 2009 at 15.00 (3 p.m.), either by a letter addressed to Raisio plc, Osakeasiat (Shareholder matters), P.O. Box 101, FI-21201 Raisio, Finland or by fax +358 2 443 2315 or by telephone +358 50 386 4350 or by e-mail to eeva.hellsten@raisio.com. In connection with registration, the following information shall be given: shareholder's name, identity number, address and telephone number, name of possible assistant, and whether the shareholder will use a representative, and his/her name. A shareholder may participate in the General Meeting and exercise his/her rights via a representative. The representative must present a dated power of attorney or otherwise reliably prove that he/she is entitled to represent the shareholder. Any powers of attorney should be submitted as originals to the Company before the expiration of the registration time to the address Raisio plc, Osakeasiat (Shareholder matters), P.O. Box 101, FI-21201 Raisio, Finland. OWNERS OF SHARES UNDER A NAME OF A NOMINEE Shareholders who hold their shares under a name of a nominee and who wish to participate in the Annual General Meeting shall be entered in the shareholders register on the record date 16 March 2009. Owners of shares under a name of a nominee are requested to contact their fiduciary for the necessary instructions concerning registration into the shareholders register, submitting of powers of attorney and registration to the General Meeting. NUMBER OF SHARES AND VOTES On the date of the notice of General Meeting, the share capital of Raisio plc was divided into 130,674,880 free shares that give 130,674,880 votes, and 34,474,150 restricted shares that give 689,483,000 votes. Raisio, 12 February 2009 BOARD OF DIRECTORS