Raisio plc: Payment of rewards under share reward scheme 2015 - 2017 in directed share issue without payment by conveying company’s own shares

Raisio plc         Stock Exchange Release 15 March 2018

PAYMENT OF REWARDS UNDER SHARE REWARD SCHEME 2015 - 2017 IN DIRECTED SHARE ISSUE WITHOUT PAYMENT BY CONVEYING COMPANY’S OWN SHARES

In December 2014, Raisio plc’s Board of Directors decided on the Group’s key employees’ share-based incentive scheme for the period that started on 1 January 2013 and ended on 31 December 2015.

Reward of the scheme for the earnings period 2015 - 2017 was based on the company's Total Shareholder Return (TSR), in addition to which the reward payment was dependent on the achievement of the Group’s cumulative profit target (EBT, earnings before taxes) during the earnings period. Rewards are paid partly in the company’s free shares and partly in cash. The cash payment is made to cover the taxes and fiscal fees arising from the reward.

Raisio plc’s Board of Directors has on 15 March 2018 approved the bonuses to be paid under the share reward scheme as well as, in order to convey the part paid in shares to key employees, decided to implement a directed share issue without payment based on the authorisation granted to the Board of Directors by the Annual General Meeting of 23 March 2017.

In the share issue, a total of 10,266 Raisio plc’s free shares held by the company will be conveyed without consideration to the key employees within the share reward scheme, deviating from the shareholders' pre-emptive subscription right.

From the company’s point of view and taking into account the best interests of all of its shareholders, there is an especially weighty financial reason for the deviation from the shareholders’ pre-emptive right in the directed share issue without payment by conveying company's own shares, since the purpose of the share reward scheme is to combine the objectives of owners and key employees in order to increase the company's value, as well as to commit the key employees to the company through direct share ownership. Direct share ownership is a way to further commit key employees to the company, as well as to strengthen the alignment of shareholders’ and key employees’ goals and interests.

The right to dividend and other shareholder rights begin on the day on which the shares have been registered in the key employee’s book-entry account. The shares are planned to be transferred to the recipients’ book-entry accounts on 11 April 2018.

The Board recommends that the key employees within the share reward scheme hold a substantial part of all shares they have received based on the scheme as long as the value of their holdings corresponds to their six months’ gross salary.

The 10,266 free shares conveyed in the share issue correspond to 0,006 % of all Raisio plc’s shares and 0,001 % of all votes.

RAISIO PLC

Heidi Hirvonen
Communications and IR Manager
Tel. +358 50 567 3060

Further information:
Matti Perkonoja, Chairman of the Board

Call requests to Mr Matti Perkonoja will be forwarded by Teija Silomäki, tel. +358 50 373 8121

Raisio plc

Raisio is an international food and feed company focusing on wellbeing and profitable growth. The core of Raisio’s strategy consists of plant-based, healthy and responsible branded products. Benecol is an international success story in cholesterol lowering. Our well-known local brands include Elovena, Nordic, Cattle feed Maituri and Baltic Blend fish feeds. We promote sustainable food chain and develop innovations to enhance wellbeing. Raisio plc’s shares are listed on Nasdaq Helsinki Ltd. In 2017, the Group's net sales from continuing operations totalled EUR 306.8 million and comparable EBIT was EUR 37.8 million. The Group employs some 400 people. For more information on Raisio go to www.raisio.com/en

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Nasdaq
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www.raisio.com