Raisio - Notice to general meeting

RAISIO BOARD'S PROPOSALS TO ANNUAL GENERAL MEETING

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