RAISIO BOARD'S PROPOSALS TO EXTRAORDINAR
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Raisio Group plc Stock Exchange Release
20 August 2004 at 15:00 Finnish time
RAISIO BOARDS PROPOSALS TO EXTRAORDINARY GENERAL MEETING
The Board of Raisio Group has today decided on proposals to amend
the Articles of Association. Proposals will be presented to the
Extraordinary General Meeting, which will be held on 30 September
2004 at 2 p.m. in Raisio. Also an extra dividend of 0.12
euro/share is proposed as informed on June 18th, 2004. Content of
the proposals is available in the enclosed invitation to the EGM.
The invitation will be published in the newspapers on 8 September
2004, when the registration for the EGM starts.
Raisio Group plc
Taru Narvanmaa
EVP, Communications and Investor Relations
Tel. +358 2 443 2240 or +358 50 59 09 398
APPENDIX
RAISIO GROUP PLCS INVITATION TO EXTRAORDINARY GENERAL MEETING
The shareholders of Raisio Group plc are invited to attend an
Extraordinary General Meeting to be held at Martinsali, Eeronkuja
2, 21200 Raisio, on Thursday 30 September 2004 starting at 2 p.m.
Listing of the registered shareholders will begin at 1 p.m.
The following matters will be on the agenda at the meeting:
1 The Boards proposal to pay an extra dividend of EUR 0.12 for
each restricted share and each free share for the financial year
ended on 31 December 2003. According to the proposal, the
dividend will be paid on 12 October 2004 to shareholders included
in the shareholder register kept by the Finnish Central Securities
Depository on the matching date 5 October 2004.
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 Groups 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
companys 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 companys business
operations.
- The appointment of the Managing Director will be handed
over to the Board of Directors.
- A members 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 members 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 companys 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 first processing of a proposed amendment in accordance
with section 19 of the Articles of Association.
Availability of documents
The proposals by the Board of Directors referred to in sections 1
to 2 above are available for inspection by shareholders at the
Raisio headquarters, Raisionkaari 55, 21200 Raisio from 20
September 2004.
Right to participate
Shareholders registered on Monday 20 September 2004 in the
Companys shareholders register kept by The Finnish Central
Securities Depository are eligible to attend the Extraordinary
General Meeting.
Registration
Shareholders must register for the EGM by 2 p.m. on Friday 24
September 2004 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.
Raisio, 20 August 2004
Board of Directors
