Raisio plc: Payment of rewards under share reward scheme 2013 – 2015 in directed share issue without payment by conveying company’s own shares

Raisio plc           Stock Exchange Release          18 March 2016

PAYMENT OF REWARDS UNDER SHARE REWARD SCHEME 2013 – 2015 IN DIRECTED SHARE ISSUE WITHOUT PAYMENT BY CONVEYING COMPANY’S OWN SHARES

In February 2013, 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 2013 - 2015 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 17 March 2016 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 26 March 2015.

In the share issue, a total of 295,405 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 13 April 2016.

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 295,405 free shares conveyed in the share issue correspond to 0.18% of all Raisio plc’s shares and 0.04% of all votes.

RAISIO PLC

Janne Martti
Treasury Director, Secretary of the Board
Tel. +358 50 556 6521

Further information:
Matti Perkonoja, Chairman of the Board

Call requests to Mr Matti Perkonoja will be forwarded by Teija Silomäki, tel. +358 44 782 1272

Raisio plc

Raisio plc is an international specialist in plant-based nutrition. Raisio’s operations are divided into two divisions: Brands and Raisioagro. The Group’s key market areas are Finland, Great Britain, the Czech Republic, Russia and Poland. Markets for cholesterol lowering Benecol products are global. Raisio plc’s shares are listed on Nasdaq Helsinki Ltd. In 2015, the Group's net sales totalled EUR 521 million and EBIT was EUR 51.7 million excluding one-off items. The Group employs some 1,800 people. Raisio’s best-known brands are Benecol, Benemilk, Elovena Honey Monster, Fox’s and Poppets. Benemilk feeds for milk production and Benecol for cholesterol lowering are Raisio’s top innovations. For more information on Raisio go to www.raisio.com/en

Distribution
Nasdaq
Key media
www.raisio.com