Raisio plc Stock Exchange Release 12 February 2007 at 14.00 p.m. 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 2007 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 5 March 2007, when the registration for the AGM starts. RAISIO PLC Heidi Hirvonen Communications Manager tel. +358 50 567 3060 More information: Janne Martti, VP Finance and Treasury, tel. +358 50 556 6521 Distribution: Helsinki Exchanges The key media www.raisio.com RAISIO PLC NOTICE OF GENERAL MEETING The shareholders of Raisio plc are hereby invited to the Annual General Meeting which will be held on Friday 30 March 2007 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 to the Annual General Meeting to be held on 30 March 2007 that the Articles of Association be amended so that the election of the members of the Board of Directors and the decisions concerning the number of members and their remuneration would be entrusted to the General Meeting, and the term of a Board member would commence from the meeting in which he/she is elected and end at the closing of the next Annual General Meeting. Furthermore, it is proposed that section 12 regulating the agenda of the Annual General Meeting, section 15 related to representing the company and sections 13.7 and 17.3 of the Articles of Association be amended to correspond with the terminology of the new Companies Act. Furthermore, it is proposed that section 10 of the Articles of Association regulating the holding of the General Meeting be amended so that both Annual and Extraordinary General Meetings can be held in Raisio, Turku, Helsinki or Espoo, and that section 20 of the Articles of Association concerning the so- called record date proceedings be annulled as unnecessary. The proposal means amendments to sections 10, 12, 13, 14, 15 and 17 of the Articles of Association as follows: Section 10 of the Articles of Association shall be amended to read as follows: "The Annual General Meetings and Extraordinary General Meetings shall be held in Raisio, Turku, Helsinki or Espoo, as determined by the Board of Directors. The Annual General Meeting shall be held by the end of April." As for section 12 of the Articles of Association listing the matters to be discussed in the Annual General Meeting, item 1 under the subheading "The following shall be presented" is amended to read as follows: "the Company's Financial Statements and the Consolidated Financial Statements as well as the Annual Report"; as a result of this, the present item 2 is removed as unnecessary and the numbering of items 3-5 will change accordingly; secondly, item 1 under the subheading "The following shall be decided" is amended to read as follows: "confirmation of the Company's Financial Statements and the Consolidated Financial Statements", item 2 to read as follows: "the measures that should be taken due to the profit in the consolidated balance, and distribution of dividend", and item 4 to read as follows: "the remuneration to the members of the Supervisory Board, the Board of Directors and the auditors", and a new item 7 is added, stating as follows: "the number of the members of the Board of Directors", and the present item 7 thus becomes item 8; thirdly, the wording of the subheading in the Finnish version "toimitetaan" is amended to "valitaan" (in English, "the following shall be elected"), and item 1 under this subheading is amended to read as follows: "hallintoneuvoston jäsenet" (members of the Supervisory Board), a new item 2 is added "members of the Board of Directors", and the present item 2 thus becomes item 3, which is amended to read as follows: "tilintarkastajat ja varatilintarkastajat" (Auditors and deputy auditors). Item 1 of subsection 8, section 13 of the Articles of Association stating that the Supervisory Board shall elect the members of the Board of Directors is deleted, and the present item 3 moved to replace it as item 1. Subsection 7 of section 13 is amended to read as follows: "At the Supervisory Board's meeting, the minutes are kept, signed and checked in the way determined by the Supervisory Board, taking into account the provisions of the Companies Act." Subsection 1 in section 14 of the Articles of Association is amended to read as follows: "The Company's Board of Directors consists of a minimum of five (5) and a maximum of eight (8) members elected by the General Meeting"; subsection 4 in section 14 is amended to read as follows: "The Board of Directors shall elect a Chairman and a Deputy Chairman among themselves for one term at a time", and subsection 6 in section 14 is amended to read as follows: "The term of a members of the Board of Directors begins at the closing of the General Meeting that elected him/her and ends at the closing of the next Annual General Meeting." Section 15 of the Articles of Association is amended to read as follows: "The Company shall be represented by two members of the Board of Directors together. The Board of Directors can grant a procuration authority. The holder of procuration shall sign for the Company together with a member of the Board of Directors or with another holder of procuration." Subsection 3 of section 17 of the Articles of Association is amended to read as follows: "The term of the auditor and deputy auditor is the calendar year following the election." 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 4,175,000 shares at a time; a maximum of 3,300,000 of them can be free shares and a maximum of 875,000 can be restricted shares. The shares must be acquired so that the total number of shares in the Company's possession will not exceed six (6) 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 Helsinki Exchanges 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 30 September 2008. 4 The Board of Directors' proposal for authorising the Board of Directors to decide on a share issue by assigning the Company's own shares The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on assigning a total of no more than 9,146,700 shares by a share issue that will be implemented by assigning shares that are owned by the Company and are in the Company's possession. The authorisation of share issue concerns all the Company's own shares that are already in the Company's possession on the date on which the Board of Directors' proposal is given, in other words, 4,930,500 free shares and 41,200 restricted shares. Furthermore, 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 30 March 2007. On the basis of the Board of Directors' authorisation to acquire the Company's own shares to be proposed to the General Meeting, the maximum total number of shares that could be acquired would be 4,175,000, and a maximum of 3,300,000 of them can be free shares and a maximum of 875,000 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 9,146,700 free shares and a maximum of 916,200 restricted shares, however, no more than 9,146,700 shares of the Company in total. The Board of Directors is authorised to decide to whom and in what order the Company's own shares are assigned. Shares can be assigned in one or more instalments. The Board of Directors can decide on the assignment of the Company's own shares otherwise that 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 Helsinki Exchanges 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 Helsinki Exchanges, 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 2012, however, no longer than five (5) years from the decision of the General Meeting of 30 March 2007. 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 2006 ceases to be in force as from 30 March 2007. Display of the documents for public inspection The Financial Statements documents and the Board of Directors' proposals including the appendices referred to under items 2-4 will be available for viewing by the shareholders as of 22 March 2007 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 20 March 2007, 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 23 March 2007 at 15.00 (3 p.m.). Registration A shareholder who wishes to participate in the General Meeting shall inform the Company about his/her participation no later than Friday 23 March 2007 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 2 443 2293 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 for the year 2006 a dividend of E 0.03 be paid per each restricted share and each free share. Dividend will be paid on 13 April 2007 to the shareholders entered in the shareholders register kept by Suomen Arvopaperikeskus Oy on the record date 4 April 2007. Auditors The Board of Directors proposes that the General Meeting elect two auditors and two deputy auditors for the financial year 2008, 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, 12 February 2007 BOARD OF DIRECTORS