RAISIO BOARD'S PROPOSALS TO ANNUAL GENERAL MEETING
Raisio Group plc Stock Exchange Release 16 Feb 2005 at 9.15 Finnish time
RAISIO BOARD'S PROPOSALS TO ANNUAL GENERAL MEETING
The Board of Raisio Group has decided on proposals to seek authorisations to
repurchase shares and to dispose them and to amend the Articles of Association
(second processing). Proposals will be presented to the Annual General Meeting,
which will be held on 31 March 2005 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 18 February 2005, when the registration for the
AGM starts.
Taru Narvanmaa
Executive Vice President, Communications and Investor Relations
tel. +358 2 443 2240, gsm +358 50 590 9398
Distribution:
Helsinki Exchanges
The key media
www.raisiogroup.com
APPENDIX
RAISIO GROUP PLC'S INVITATION TO ANNUAL GENERAL MEETING
Raisio Group shareholders are invited to attend the Annual General Meeting to be
held at Fair and Congress Center, Messukentänkatu 9-13 Turku on 31 March 2005 at
2 p.m. Finnish time. Listing of the registered shareholders will start at 1 p.m.
The following matters will be on the agenda of the Meeting.
1. Matters pertaining to the Annual General Meeting specified in Article 13 of
the Company's Articles of Association
2. The Board of Directors' proposal to amend sections 1, 3, 6, 7, 8, 10, 14, 15
and 19 of the Articles of Association. The key content of the proposal is as
follows:
The company name will be "Raisio Oyj", in Swedish "Raisio Abp" and in English
"Raisio plc".
Provisions regarding the auxiliary company names "Vehnä" and "Kasviöljy" will be
deleted from the Articles of Association.
Provisions regarding line of business will be amended to correspond to the
situation where the chemicals business has been sold; in addition, the reference
to the promotion of cultivation by shareholders will be deleted. Provisions will
be added stating that the company may be engaged in activities directly or
through its subsidiaries and associated companies, and that the company can
provide administrative services to Group companies. Consequently, the new
provision in its entirety will read as follows: "The Company is engaged in the
manufacture and sale of foods, animal feeds and food diagnostics equipment as
well as other industrial and business activities related to these fields, and in
the sale of know-how and services in these fields either directly or through its
subsidiaries and associated companies in Finland and abroad. As the parent
company, the company may be in charge of the Group's administration, financing
and other shared duties, and it may own real property, shares, holdings and other
securities."
Supervisory Board
- Duties will be restricted to cover supervision of the company's
administration, the issuing of instructions, and other duties
expressly specified in the Companies Act. In consequence, the
Supervisory Board will no longer make decisions regarding the
essential expansion or downsizing of the company's business
operations.
- The appointment of the Managing Director will be handed over to the
Board of Directors.
- A member's term begins at the Annual General Meeting in which s/he
was elected and terminates at the end of the third Annual General
Meeting following his/her election.
- The minimum number of members is 15 and the maximum is 25.
- The restriction referred to in section 14.3 regarding eligibility
for membership will be deleted and replaced with a new provision
stating that no more than three members may be employed by the
company, or a company belonging to a Group it forms as a parent
company.
Board of Directors and Managing Director
- Provisions regarding the deputy members of the Board of Directors
will be deleted.
- The Board member's term will be one calendar year.
- No more than two Board members may be employed by the company or a
company belonging to a Group it forms as a parent company.
- The Chairman of the Board may not be employed by the company or a
company belonging to a Group it forms as a parent company.
- The Managing Director need not be a Board member.
- The Board of Directors will appoint the Managing Director.
The shareholder-specific maximum voting restriction (15 per mille of the
company's shares) will be deleted as well as the second sentence of current
section 10.4 related thereto.
The procedure required for amending the Articles of Association will be
simplified by restricting those provisions whose amendment requires a ¾ majority
vote at two consecutive shareholders' meetings, after which the other provisions
can be amended in accordance with the Companies Act. Provisions still requiring
the decision of two consecutive shareholders' meetings include section 6 (two
series of shares), section 7 (approval clause), section 8 (conversion clause),
section 10 (votes per share series), and changes to section 19 (amending the
Articles of Association) (numbering as in the currently valid Articles of
Association)
Numbering: Provisions contained in section 9 of the Articles of Association were
deleted in 1993, and it is now proposed that this section number be removed, as a
result of which the numbering of current sections 10-21 would be changed even
though their content would not, and the reference in the current section 6 to
section 10 be changed to a reference to section 9.
References to share certificate entries in sections 7.3 and 8.3 will be deleted.
This is the second processing of a proposed amendment in accordance with section
19 of the Articles of Association. The first processing and approval of the
proposal was at the Extraordinary General Meeting on 30 September 2004.
3. Board of Director's proposal for authorising the Board to repurchase company
shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board to resolve to repurchase company shares with the assets available for the
company's profit distribution under the following conditions:
The shares may be repurchased in order to develop the capital structure of the
company, to be used for financing or carrying out acquisitions or other
arrangements, or to be otherwise further assigned or cancelled.
The maximum amount of shares that may be purchased 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 the
date on which the Board of Directors' proposal was submitted. If the share-type
specific amounts of shares change after the proposal of the Board of Directors
was issued or during the validity of the authorisation, as a result of converting
restricted shares into free shares, the said share-type specific maximum amount
shall also be changed accordingly; that is, they always constitute 1/20
calculated of the current amount of shares of the share type in question, but the
aggregate maximum amount of shares to be acquired will remain unchanged. The
repurchases shall be carried out so that the aggregate nominal value of the
shares belonging to the company, or the votes thereof, will not, after the
repurchases, exceed five per cent of the company's share capital or the votes of
all shares. The shares shall be repurchased in the proportion of share types.
The repurchase of shares shall be realised by means of public trading, arranged
by the Helsinki Exchanges, at the current price formed for the shares at the time
of purchase. The purchase price of the shares shall be paid to the vendors within
the payment period determined by the regulations of the Helsinki Exchanges and
the rules of the Finnish Central Securities Depository.
Since the repurchase will be implemented through public trading, the shares will
be purchased in a proportion other than the holdings of the shareholders.
The repurchase of shares will reduce the distributable free equity of the
company.
Since the maximum amount of shares to be purchased is five per cent of the
company's share capital and five per cent of all the company's votes, the
repurchase of the shares will not have a significant impact on the distribution
of other shareholders' holdings or voting rights in the company. Since the
intention is to repurchase the company shares through the public trading of the
Helsinki Exchanges with no information about the vendors of the shares, the share
of insiders, as defined in Section 1:4.1 of the Companies Act, of the company's
share capital and voting rights after the repurchase cannot be determined.
The Board of Directors will decide on the other conditions concerning the
repurchases of company shares.
The authorisation is valid until the Annual General Meeting of 2006, however no
longer than one year from the Annual General Meeting of 31 March 2005.
4. Board of Director's proposal for authorising the Board of Directors to dispose
company shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board to resolve to dispose the shares to be repurchased on the following
conditions:
The object of the authorisation are all company shares repurchased on the basis
of the above-mentioned authorisation, of which the maximum number of restricted
shares may be 1,728,212 and the maximum number of free shares 6,529,239,
calculated from the share amounts by share types valid on the date on which the
Board of Directors' proposal was issued. The maximum amount of free shares to be
disposed may be higher than what was stated above if, as a consequence of
converting the shares, it has been possible to repurchase more free shares than
the said 6,529,239.
The Board of Directors is authorised to decide as to whom and in which order the
company shares may be disposed.
The Board of Directors may decide on disposing company shares in a proportion
other than that of the shareholders' pre-emptive right to the company's shares,
provided that from the company's perspective important financial grounds exist
such as the strengthening of the company's capital structure as well as financing
or carrying out acquisitions or other arrangements.
The Board of Directors may also resolve to dispose the shares through public
trading arranged by the Helsinki Exchanges in order to obtain funds to finance
investments and possible acquisitions.
The shares shall be disposed at least at their market value on the date of the
assignment, determined in the public trading arranged by the Helsinki Exchanges.
The shares may be disposed 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 2006, however, no
longer than one year from the Annual General Meeting of 31 March 2005.
Financial statements and the Board proposal
Raisio Group's financial statements together with the Board proposals and their
enclosures, referred to in paragraph 2, 3 and 4 in the agenda, are available for
inspection by shareholders at the Raisio headquarters, Raisionkaari 55 from 24
March 2005.
Right to participate
Shareholders registered on Monday, 21 March 2005 in the Company's shareholders'
register kept by The Finnish Central Securities Depository are eligible to attend
the Annual General Meeting.
Registration
Shareholders must register for the AGM by 3 p.m. on Monday 21 March 2005 at the
latest, either by letter addressed to Raisio Group plc, Shareholders Contact,
P.O. Box 101, 21201 Raisio, by fax to +358 2 443 2315, by phone to +358 2 443
2293, or by email eeva.hellsten@raisiogroup.com. Any powers of attorney should be
sent in by the same date and time.
Dividend payment
The Board of Directors has decided to propose to the AGM payment of a dividend of
EUR 0.21 per restricted/free share for 2004. Of this dividend, EUR 0.18 / share
is extra dividend related to the sales profit from the divestment of Raisio
Chemicals. The dividend will be paid on 12 April 2005 to all Raisio Group
shareholders entered in the shareholders' register kept by The Finnish Central
Securities Depository on the matching date, 5 April 2005.
Members of the Supervisory Board
The term will end on 31 December 2005 for the Supervisory Board members Mr Risto
Ervelä, Mr Esa Härmälä, Mr Timo Järvilahti, Mr Albert Käiväräinen, Mr Antti
Lithovius, Mr Ola Rosendahl, Mr Urban Silén, Mr Simo Vaismaa and Mr Nils-Erik
Wahlsten. According to the Company Act, Mr Käiväräinen and Mr Rosendahl can no
longer be elected as they will fill 65 prior to the new term.
On the basis of the proposal issued by the nomination group, which consists of
the members of the Supervisory Board, the Supervisory Board proposes that the
number of members of the Supervisory Board 23 be confirmed for 2006, and that the
members of the Supervisory Board for the three-year term, beginning on 1 January
2006, be the following: Mr Risto Ervelä, Mr Holger Falck, Mr Esa Härmälä, Mr Timo
Järvilahti, Mr Antti Lithovius, Mr Urban Silén and Mr Simo Vaismaa. Furthermore,
the Supervisory Board proposes that the term of the members of the Supervisory
Board, to be appointed in the Annual General Meeting of 31 March 2005, expires
already at the end of the Annual General Meeting of 2008 if the pending change of
the Articles of Association, concerning e.g. the dates when the terms of the
Supervisory Board members begin and end, is approved by the Annual General
Meeting of 31 March 2005.
Auditors
The Board of Directors proposes that the AGM will elect two regular auditors and
two deputies for the financial year 2006. Authorized Public Accountants Johan
Kronberg and Mika Kaarisalo are proposed to be elected as regular auditors, with
Authorized Public Accountants PricewaterhouseCoopers Ltd and Kalle Laaksonen as
deputies.
RAISIO GROUP PLC
Board of Directors
