Raisio plc Stock Exchange Release 13 February 2008 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 27 March 2008 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 29 February 2008, 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 OMX Nordic Exchange, 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 27 March 2008 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 discussed in the meeting: 1 THE MATTERS STIPULATED BY SECTION 12 OF THE ARTICLES OF ASSOCIATION TO BE DEALT WITH BY THE ANNUAL GENERAL MEETING 2 THE BOARD OF DIRECTORS' PROPOSAL FOR THE AMENDMENT OF THE ARTICLES OF ASSOCIATION The Board of Directors proposes that the definition of the line of business in the Articles of Association (section 3) be amended in such a way that the mention about food diagnostics equipment is removed. 3 THE BOARD OF DIRECTORS' PROPOSAL FOR AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON 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 7,500,000 shares at a time; a maximum of 6,000,000 of them can be free shares and a maximum of 1,500,000 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 OMX Nordic Exchange (Helsinki) 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 27 September 2009. 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 30 March 2007 ceases to be in force as from 27 March 2008. 4 THE BOARD OF DIRECTORS' PROPOSAL FOR AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUES BY ASSIGNING THE COMPANY'S OWN SHARES AND BY GIVING OUT NEW SHARES 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 16,500,000 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 2007, in other words, 8,230,500 free shares and 158,300 restricted shares, and all restricted shares that have been acquired during the year 2008, on the basis of the authorisation granted to the Board of Directors in spring 2007, and will be acquired by the Annual General Meeting to be held on 27 March 2008. On the basis of the authorisation granted in 2007 the maximum number of restricted shares to be acquired is 875,000, of which 117,100 were acquired in 2007. 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 27 March 2008, according to which the maximum total number of shares that could be acquired would be 7,500,000, and a maximum of 6,000,000 of them can be free shares and a maximum of 1,500,000 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 16,500,000 free shares and a maximum of 2,269,500 restricted shares, however, no more than 16,500,000 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 OMX Nordic Exchange (Helsinki) 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 OMX Nordic Exchange (Helsinki), 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 2013, however, no longer than five (5) years from the closing of the General Meeting of 27 March 2008. Furthermore, the Board of Directors proposes that the authorisation concerning the assignment of the Company's own shares granted to the Board of Directors by the Annual General Meeting on 30 March 2007 ceases to be in force as from 27 March 2008. DISPLAY OF THE DOCUMENTS FOR PUBLIC INSPECTION The Financial Statements documents and the Board of Directors' proposals referred to under items 2-4 will be available for viewing by the shareholders as of 17 March 2008 at the Company's Head Office in Raisio, address: Raisionkaari 55, FI-21200 Raisio, Finland. THE RIGHT TO PARTICIPATE A shareholder who, no later than 17 March 2008, has been entered as a shareholder in the Company's share register kept by Finnish Central Securities Depository Ltd. and has registered to the Company no later than 17 March 2008 at 15.00 (3 p.m.) has the right to participate in the General Meeting. REGISTRATION A shareholder who wishes to participate in the General Meeting shall inform the Company about his/her participation no later than Monday 17 March 2008 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. Any powers of attorney should be submitted to the Company by the same date. PAYMENT OF DIVIDEND The Board of Directors has decided to propose to the General Meeting that a dividend of € 0,04 be paid per each restricted share and each free share. Dividend will be paid on 8 April 2008 to the shareholders entered in the shareholders register kept by Finnish Central Securities Depository Ltd on the record date 1 April 2008. MEMBERS OF THE SUPERVISORY BOARD Shareholders who own 6.8% of the shares and have 15.0% of the votes have informed the Board of Directors that they will propose to the General Meeting that the number of members of the Supervisory Board be 25 and that the following persons be elected members of the Supervisory Board for the term commencing after the closing of the Annual General Meeting: Michael Hornborg, Pentti Kalliala, Paavo Myllymäki, Yrjö Ojaniemi, Kari Niemistö, Raine Rekikoski, and Hannu Tarkkonen. AUDITORS The Board of Directors proposes that the General Meeting elect two auditors and two deputy auditors for the financial year 2009, and 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. Raisio, 13 February 2008 BOARD OF DIRECTORS