Raisio plc: Payment of rewards under share reward scheme 2017 - 2019 in directed share issue without payment by conveying company’s own shares

Raisio plc, Stock Exchange Release, 19 March 2020

PAYMENT OF REWARDS UNDER SHARE REWARD SCHEME 2017 - 2019 IN DIRECTED SHARE ISSUE WITHOUT PAYMENT BY CONVEYING COMPANY’S OWN SHARES

In March 2017, 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 2017 and ended on 31 December 2019.

Reward of the scheme for the earnings period 2017 - 2019 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 19 March 2020 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 19 March 2019.

In the share issue, a total of 79,313 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 7 April 2020.

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 79,313 free shares conveyed in the share issue correspond to 0,05 % of all Raisio plc’s shares and 0,01 % of all votes.

RAISIO PLC

Mika Saarinen

Director – Treasury, IR and Communications

Tel. 8,

Further information:

Ilkka Mäkelä, Chairman of the Board

Call requests to Mr Ilkka Mäkelä will be forwarded by Teija Silomäki, tel. 2

Raisio plc

Raisio is an international company specialised in healthy, responsibly produced food. Our well-known brands include, for example, Benecol, Elovena, Nalle and Sunnuntai. In Raisio’s products, the focus is on well-being, health, good taste and sustainable development. Profitable growth is ensured through our strong expertise and passion for creating new. Raisio’s shares are listed on Nasdaq Helsinki Ltd. In 2019, the Group’s net sales totalled EUR 236 million and EBIT was EUR 27 million. Our food is good for Health, Heart and Earth. For more information on Raisio go to .

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Nasdaq

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