RAISIO BOARD'S PROPOSALS TO ANNUAL GENERAL MEETING
Raisio plc Stock Exchange Release 15 February 2006 at 09.00 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 30 March 2006 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 24 February 2006, when the registration for the AGM starts. RAISIO PLC Taru Narvanmaa Executive Vice President, Communications and Investor Relations tel. + 358 2 443 2240 or +358 50 590 9398 Distribution: Helsinki Exchanges The key media www.raisiogroup.com RAISIO PLC INVITATION TO SHAREHOLDERS' MEETING The shareholders of Raisio plc are invited to attend the Annual General Meeting to be held at the Turku Fair and Congress Centre at Messukentänkatu 9-13, 20200 Turku, on Thursday, 30 March 2006, starting at 2.00 p.m. Listing of the registered shareholders will begin at 1.00 p.m. The following matters will be on the agenda at the meeting: 1 Matters defined to be handled by the Annual General Meeting in Section 12 of the Articles of Association 2 Board of Director's proposal for authorising the Board of Directors to dispose of company shares The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the disposal of company shares on the following conditions: The authorisation targets all of the company shares repurchased before the beginning of the Annual General Meeting on 30 March 2006 on the basis of the authorisation granted to the Board of Directors by the AGM on 31 March 2005. Based on the authorisation granted in 2005, the maximum amount of shares that may be repurchased is 8,257,451, of which a maximum amount of 1,728,212 shares may be restricted shares and a maximum of 6,529,239 free shares, calculated by share types of the amount of shares on 14 February 2005, the date on which the Board of Directors' proposal was submitted. The maximum amount of free shares to be disposed may be higher than that stated above if, as a consequence of converting the shares, it has been possible to acquire more free shares to the company than the said 6,529,239. The Board of Directors is authorised to decide to whom and in which order the company shares are disposed. The Board of Directors may decide on the disposal taking place in a proportion other than that of the shareholders' pre-emptive right provided that significant financial grounds thereto exist from the company's perspective. The strengthening of the company's capital structure, as well as financing or implementing acquisitions or other arrangements, may be considered significant financial grounds. The Board of Directors may also decide to dispose of company shares through public trading arranged by the Helsinki Stock Exchange in order to obtain funds to finance investments and possible acquisitions. The shares shall be disposed of at least at their valid value on the date of disposal, determined in the public trading arranged by the Helsinki Stock Exchange. The shares may be disposed of against compensation other than money, against acknowledgement or on other specific terms. The Board of Directors will decide on the other conditions concerning the disposal of company shares. The authorisation is valid until the Annual General Meeting of 2007, however, for not longer than one year from the Annual General Meeting of 30 March 2006. The authorisation granted to the Board of Directors by the AGM on 31 March 2005 will expire on 30 March 2006. Availability of documents The financial statements documents and the Board of Directors' proposal, including appendices, described under item 2 will be available to shareholders as of 20 March 2006 at the company's headquarters in Raisio, at Raisionkaari 55, FI- 21200 Raisio. Right to attendance The right to attend the Annual General Meeting is restricted to shareholders who have been entered as such by Monday, 20 March 2006, in the shareholder list maintained by the Finnish Central Securities Depository Registration Shareholders who wish to attend the Annual General Meeting shall inform the company about their participation by 3.00 p.m. on Thursday, 23 March 2006, either by mail to Raisio plc, Shareholders Contact, PO Box 101, FI-21201 Raisio, by fax to +358 2 443 2315, by phone to +358 2 443 2293 or by e-mail to eeva.hellsten@raisiogroup.com. Possible proxies shall be delivered to the company by the same time and date. Dividend payment The Board of Directors will propose to the Annual General Meeting that a dividend of EUR 0.05 be paid on each free share and each restricted share for 2005. The dividend will be paid on 11 April 2006 to shareholders included in the shareholder register maintained by the Finnish Central Securities Depository on the matching date 4 April 2006. Members of the Supervisory board On the basis of the proposal made by the appointment team elected by the Supervisory Board among its members, the Supervisory Board proposes that all of its members be elected at the Annual General Meeting on 30 March 2006, that the number of Supervisory Board members for the new term beginning on 30 March 2006 be confirmed as 22, and that the composition of the Supervisory Board for the term beginning at the end of the Annual General Meeting on 30 March 2006 be the following: Mr Juhani Enkovaara, Mr Risto Ervelä, Mr Holger Falck, Mr Mikael Holmberg, Mr Esa Härmälä, Mr Pentti Kalliala, Mr Hans Langh, Mr Johan Laurén, Mr Asko Leinonen, Mr Antti Lithovius, Mr Paavo Myllymäki, Mr Yrjö Ojaniemi, Mr Teemu Olli, Mr Heikki Pohjala, Mr Raine Rekikoski, Mr Juha Saura, Mr Urban Silén, Mrs Tuula Tallskog, Mr Hannu Tarkkonen, Mr Johan Taube, Mrs Rita Wegelius and Mr Tapio Ylitalo. The Supervisory Board's proposal aims to make the composition of the Supervisory Board more closely correspond to the composition of shareholders and more quickly than allowed for by the replacement order determined in the Articles of Association, and thus ensure the Supervisory Board's ability to even more efficiently supervise the corporate administration run by the Board of Directors and the Managing Director. Furthermore, the Supervisory Board has stated that the personnel groups formed by Raisio's employees in Finland - workers, office workers and managerial employees - may each appoint one representative to the Supervisory Board, as well as a deputy to the representative, as of 1 January 2007, which is when the current agreement on personnel representation expires. Auditors The Board of Directors proposes that the Annual General Meeting elect two auditors and two deputy auditors for the financial year 2007, and that Johan Kronberg and Mika Kaarisalo, authorised public accountants, continue as auditors and that PricewaterhouseCoopers Oy, authorised public accountants, and Kalle Laaksonen, authorised public accountant, be elected as deputy auditors. BOARD OF DIRECTORS