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RAISIO GROUP PLC'S INVITATION TO ANNUAL

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Raisio Group plc             Stock Exchange Release
                             5 March 2004 at 9.15 Finnish time


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 26 March 2004 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

In March 2003 the Annual General Meeting obliged the chairman and
the deputy chairman of the Supervisory Board to form a committee
in order to prepare a suggestion for the next shareholders’
meeting to decrease the number of members in the Supervisory Board
to the minimum number (21) or close to it. The AGM also suggested
that a representative of the personnel could be chosen to the
Supervisory Board.

The Committee suggests that the number of members in the
Supervisory Board will be decreased to the minimum number by 2008
at the latest by not selecting new members to the Supervisory
Board when the current members withdraw or reach the age of 65, at
which age they can not be chosen to the Supervisory Board
(Articles of Association 14.2§). The committee considers the
representation of the personnel to be best realized through
participation in the Business Areas’ management groups, which is
the current practice in Raisio Group.

2. The proposal of the Board of Directors that the Annual General
Meeting would authorize 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, as
well as to decide on the principles by which the subscription
price is decided and also all other subscription terms of shares
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. 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. The shareholders’ pre-emptive subscription right for shares
and/or convertible bonds 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 could be granted
the right to decide on the subscription of shares and/or
convertible bonds 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 that using targeted share
issues and convertible bonds gives 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 authorization that was granted by the AGM on 21 March 2003,
which was entered in the Trade Register on 11 April 2003, 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 2004.


Financial statements and the Board proposal
         
Raisio Group’s financial statements together with the Board
proposal and its enclosures, referred to in paragraph 2 in the
agenda, are available for inspection by shareholders at the Raisio
headquarters, Raisionkaari 55 from 19 March 2004.

Right to participate

Shareholders registered on 16 March 2004 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 10 a.m. on Monday 22
March 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.

Dividend payment

The Board of Directors has decided to propose to the AGM payment
of a dividend of EUR 0.01 per restricted/free share for 2003. This
dividend will be paid on 7 April 2004 to all Raisio Group
shareholders entered in the shareholders’ register kept by The
Finnish Central Securities Depository on the matching date, 31
March 2004.

Raisio, 4 March 2004

Board of Directors

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